Gloster built what was at first known as the FS.36 (FS standing for fleet spotter) to Air Ministry specification S.9/30 which called for a three-seat torpedo bomber/spotter/reconnaissance aircraft, starting work in late 1930 but proceeding slowly so it did not fly until early April 1932.

This aircraft, powered by a 600 hp (450 kW) Rolls-Royce Kestrel IIMS engine was flown to RAF Martlesham Heath for initial testing.

Re-engined with a Rolls-Royce Goshawk VIII of 690 hp (515 kW), and with modified wings of greater area the aircraft emerged in mid-1933 as the TSR.38, TSR standing for torpedo/spotter/reconnaissance.

The three crew sat in separate open cockpits, the pilot in front under a cut-out in the upper wing trailing edge, his navigator behind him and furthest aft the gunner with a Lewis gun on a Scarff ring.

[1] After flight trials at Gloster's the TSR.38 went to RAF Gosport where it made dummy carrier landing before joining HMS Courageous in August 1934 for real naval tests.