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In the original BioShock, the second-biggest twist of the game's story was that the kindly voice of Atlas had been nothing but a fraud. The man leading you around Rapture, influencing you with the phrase "would you kindly," was actually Frank Fontaine, one of the worst men to ever set foot in Rapture. Considering who else lived in this doomed city, that's definitely saying something.

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Fontaine's name is dropped multiple times throughout BioShock's story in the lead-up to this reveal, but your actual interactions with him as Jack are fairly limited. Who is this mastermind who seemingly came out of nowhere to menace you and what little remains of this city? Let's take a trip back into the history of Frank Fontaine and what may be one of the longest, most convoluted cons in history.

Setting Up A Score

Fontaine Fisheries storefront in BioShock

The precise means by which Fontaine entered Rapture are never precisely laid out, though it's probably a safe bet that he conned his way in somehow. Cons, after all, are Fontaine's favorite thing. He'd go to any lengths, lie in wait for years on end under an assumed identity, just for a shot at a payday. By his own admission, he once impersonated a Chinese person for six months for one of his grifts. It's likely that he caught wind of Andrew Ryan's efforts to establish Rapture in the North Atlantic and smelled a moneymaking opportunity, scamming his way onto Rapture's guest list.

Fontaine's first "business venture" in Rapture was Fontaine Fisheries, a fishing company that would supply a large portion of Rapture's seafood diet. Running a fishery gave Fontaine access to boats and submarines, which he could use to smuggle contraband material into Rapture for the highest bidder. However, after a chance encounter between one of his dock workers and a mutant sea slug, Fontaine realized that his fishery gave him access to something even more valuable: ADAM.

"Offer A Better Product"

Fontaine Futuristics lobby in BioShock 2

After securing a supply of sea slugs, Fontaine invested the profits from his fishery into the development of Fontaine Futuristics, Rapture's first ADAM development company. Hiring Dr. Yi Suchong and Dr. Brigid Tenenbaum for development, Fontaine created the first Plasmids and Gene Tonics. The original line of ADAM products was marketed as life improvements and household helpers, such as muscle-boosting Gene Tonics and the handy Telekinesis Plasmid.

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As time passed, much of Rapture's populace began to realize the dangerous side-effects of ADAM overdosing as Splicers began to appear on the streets. The people complained to Andrew Ryan, demanding he do something about it, but to Ryan, Fontaine's business was proof positive of his own philosophy: anyone can be an entrepreneur with a good idea and enough gumption. As such, he told Fontaine's detractors to simply "offer a better product" if they didn't like what he was doing. Not that they could, of course, since only Fontaine knew where ADAM came from.

A Genetic Arms Race

Entrance to Fontaine's Center for the Poor in BioShock

As more Splicers began to appear in Rapture, Fontaine followed the flow of the tension and began offering self-defense Gene Tonics and Plasmids. As more people spliced up to protect themselves from Splicers, even more of those people ended up becoming Splicers themselves. These Splicers, starving for ADAM, would swear loyalty to Fontaine, since he was the one who kept the ADAM flowing.

As production ramped up, though, Fontaine encountered a problem: not enough ADAM, and not enough test subjects. As it so happened, though, he had a perfect solution to both. Due to its hyper-capitalistic nature, Rapture had a steadily-growing population of lower-class citizens, mostly laborers who maintained the city. Fontaine opened Fontaine's Center for the Poor to "help" these individuals, though in reality, this was just a front to secure test subjects.

As for the ADAM shortage, on Tenenbaum's suggestion, Fontaine opened the Little Sisters Orphanage to take in orphaned (or kidnapped) children. These children, particularly the girls, would have slugs transplanted into their stomachs, becoming the living ADAM factories known as Little Sisters.

Fontaine Falls, Atlas Rises

Atlas in BioShock Infinite: Burial at Sea Episode 2

As Fontaine grew in wealth from his ADAM business and popularity from his charity efforts, Ryan gradually became suspicious of him. Ordering an investigation, Ryan uncovered Fontaine's original smuggling operation, as well as many of the less-than-savory aspects of his current businesses. Ryan could tolerate a lot of things, but a crook wasn't one of them, so he ordered Rapture Security to dismantle the smuggling ring and capture Fontaine. In a subsequent shootout, Fontaine was seemingly killed, and his businesses were absorbed by Ryan Industries.

This was all another elaborate gambit by Fontaine, however. The man who was killed was actually just a body double, made more convincing thanks to a bit of ADAM-powered facial surgery. As for Fontaine, he went under the knife himself and reemerged as "Atlas," a friendly everyman and a champion of the people. Much of Rapture's non-spliced populace had grown tired of Ryan's domineering ways, with the absorption of Fontaine Futuristics being the last straw. Under Atlas's banner, both the normal people and the Splicers took arms against Ryan and his associates, sparking the Rapture Civil War.

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Fontaine didn't actually care about the people's pursuits or Rapture, obviously. He just wanted to secure as much ADAM as possible and make a break for the surface where he could sell it off to the highest bidder. However, he made a miscalculation: when Ryan was pushed to the brink, he deactivated Rapture's bathysphere network and pumped pheromones through the vents to take control of the Splicers. Trapped in Rapture, Fontaine had no choice but to play his "Ace in the Hole."

Jack's Arrival And Fontaine's Demise

Fontaine's ADAM-enhanced body in BioShock

Before he faked his death, Fontaine cut a deal with exotic dancer Jasmine Jolene to get a sample of Ryan's... genetic material, let's call it. With the help of Dr. Suchong, this material was grown into Jack, Ryan's biological son. Since he had Ryan's DNA in him, Jack could access Rapture's gene-locked utilities like the bathysphere network and the Vita-Chambers. He was also a potent combatant thanks to the cocktail of ADAM that was used in his creation. Fontaine sent Jack to the surface to live a falsified life for several years until he was called back with his activation code, "would you kindly."

As Fontaine hoped, Jack danced perfectly to his tune, tearing through Rapture to kill Ryan and inadvertently passing control of the city over to him. What he did not expect was Jack turning against him after Tenenbaum removed his brainwashing conditioning. Knowing that his assassin would be hot on his tail, Fontaine knew he had no choice but to splice up, something he had avoided the entire time for the obvious reason. As Jack made his way to his hideout in Point Prometheus, Fontaine spliced up with every last bit of ADAM he had, transforming into a hulking, Plasmid-wielding monster. Even this was not enough to stop his perfect assassin, unfortunately, and Fontaine ultimately met his demise at the hands of Jack and the remaining Little Sisters.

While Rapture was by no means a perfect city, the lion's share of its ultimate collapse can be attributed to Fontaine's greed. A single grifter, on a hot streak of lucky finds, nearly sparked off what could have very well been a global apocalypse of genetic abominations if not for Jack. Though, depending on Jack's own morality, said apocalypse could very well still happen.

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