I discuss constraints on star formation and AGN in massive, red galaxies at z~1-3 using Spitzer observations at 3-24 micron. In particular I focus on a sample of distant red galaxies (DRGs) with J - K > 2.3 in the southern Great Observatories Origins Deep Survey (GOODS-S) field. The DRGs have typical stellar masses >10^11 solar masses. Interestingly, the majority (>50%) of these objects have 24 micron flux densities >50 micro-Jy. At these redshifts massive galaxies undergo intense (and possibly frequent) IR-active phases, which is in constrast to lower-redshift massive galaxies. If the 24 micron emission in these z~1-3 galaxies is attributed to star formation, then it implies star formation rates (SFRs) in excess of ~100 solar masses per year. These galaxies have specific SFRs equal to or exceeding the global average value at that epoch. Thus, this is an active period in their assembly. Based on their X-ray luminosities and near-IR colors, as many as 25% of the massive galaxies at z>1.5 host AGN, suggesting that the growth of supermassive black holes coincides with massive-galaxy assembly.
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