(Proposal ID) S11A-004 (PI) Tanaka, Masayuki (Proposal Title) Stellar Populations of Massive Galaxies in a z=2.15 Proto-cluster (Abstract) This is a resubmission of a proposal, which got accepted twice, but was almost entirely lost due to bad weather in S07B and S09A. We propose to observe a proto-cluster PKS1138 at z = 2.15 with MOIRCS. Based on a multi-band photometric analysis of galaxy properties in the cluster, we found that the cluster galaxies seem to be characterized by a shorter formation time scale compared to galaxies of similar mass and redshift in the field. To confirm this and obtain further insights into the physical process driving the rapid formation, we propose to obtain rest-frame optical spectra of the massive galaxies in PKS1138. We show that our observation is feasible based on simulations calibrated against realMOIRCS data. We will (1) double the number of spectroscopically confirmed z > 2 evolved galaxies and (2) fit stellar population synthesis models to the observed NIR spectra combined with the existing broadband U-8mum fluxes to derive physical properties such as stellar mass, age, and formation time scale. These properties will be compared with those of field galaxies of similar mass and redshift drawn from the literature to quantify the role of environment on galaxy formation. This is the first systematic spectroscopic survey of environmental effects at z > 2.