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Villain Overview

It's time to end this little masquerade. There ain't no "Atlas", kid. Never was. Fella in my line of work takes on a variety of aliases. Hell, once, I was even a Chinaman for six months. But you've been a sport, so I guess I owe you a little honesty: The name's Frank Fontaine... I gotta say, I had a lotta business partners in my life, but you... 'Course, the fact that you were genetically conditioned to bark like a cocker spaniel when I said "Would you kindly", might have had something to do with it, but still. Now as that machine finishes processing the genetic key you just fished off Ryan, I'm gonna run Rapture, tits to toes. You been a pal, but you know what they say: never mix business with friendship. Thanks for everything, kid. Don't forget to say "hi" to Ryan for me.
~ Frank Fontaine reveals himself to Jack.
Would you kindly?
~ Frank Fontaine's famous catchphrase as Atlas.

Frank Fontaine, also known as Atlas, is one of the main antagonists of the science fiction video game series BioShock, serving as the main antagonist of both BioShock and its prequel BioShock Infinite: Burial at Sea, a posthumous character in BioShock 2 and one of the two main antagonists of BioShock 2's multiplayer mode Fall of Rapture. He also serves as the main antagonist of the prequel novel BioShock: Rapture, as well as one of its main POV characters. He is a criminal mastermind, businessman and con artist who resides in the underwater city of Rapture. He was also Andrew Ryan and Jack's archenemy.

By exploiting Andrew Ryan's philosophy and free market policies, Fontaine made himself rich through smuggling and built Fontaine Futuristics, which commercialized consumable ADAM, the genetic material needed for the manufacturing of plasmids and gene tonics. He also built other business such as Fontaine Fisheries, which was a front for his smuggling ring, and Fontaine's Home for the Poor, a charity program he used to recruit the poor citizens of Rapture to his cause while getting them addicted to plasmids. After faking his death, he re-emerged as the revolutionary Irishman Atlas, in which he lead a large-scale rebellion and "genetic arms race" against Ryan, inciting a civil war which brought Rapture to the brink of ruin.

In BioShock, he was voiced by Greg Baldwin, who also voiced Aku in the final season of Samurai Jack. While under his Atlas persona and in BioShock 2 and BioShock Infinite: Burial at Sea, he was voiced by Karl Hanover.


You don't f-ck Fontaine, Fontaine f-cks you!
~ A smuggler working with Fontaine speaking to another in Neptune's Bounty.

Malicious, cruel, sadistic, monstrous, greedy and heartless, Frank Fontaine is a highly intelligent but also extremely wicked monster. He is extremely successful, taking over Rapture, using Elizabeth to find The Ace in the Hole and manipulating Jack to kill Andrew Ryan, all which he succeeds. Despite this, he seems to imply at the end of BioShock when fighting him that he sees Jack as a surrogate son, but his view on Jack being his "family" is distorted due to Fontaine's consistent inability to care for anyone but himself, further proven by molding Jack into a brainwashed sleeper agent who Fontaine was eager to kill once he outlived his usefulness.



Frank was born around the 1920s to unnamed parents, but he was raised in an orphanage until he ran away. Getting a job as stage boy at a theater, he was impressed with how acting could influence the audience. Fontaine was a masterful con artist who was so good at his job that he could even impersonate a "chinaman" for as long as two weeks, something that came to use when he reached Rapture.


He arrived in Andrew Ryan's city of Rapture sometime in 1948 and founded Fontaine Fisheries. However, Fontaine used it as a front for smuggling and selling contraband items from the surface. He grew rich from these practices, and they led him to a new line of business. One of his smugglers discovered a sea slug that regenerated tissue. This caught the attention of a scientist in Rapture named Brigid Tenenbaum, who asked Fontaine to fund her study of the slug. Along with Dr. Yi Suchong, they founded Fontaine Futuristics, which eventually discovered how to reproduce and refine the healing properties of the slug, which became known as ADAM and made the plasmid and gene tonic industries possible. Looking for a way to produce ADAM more quickly, Fontaine opened the Little Sister's Orphanage, where little girls were experimented on and turned into the ADAM producing Little Sisters. Having gained economic dominance in Rapture, Fontaine sought ultimate control. He opened Fontaine's Home for the Poor and sought to build an army from the masses of people that were victimized by Ryan's free-market policies.

On September 12, 1958, Fontaine apparently died in a shootout with Ryan's men, sealing himself the status of a martyr to those who did not know his true nature. In reality, he faked his death, hoping to stir up discontent among the lower classes and give Ryan the false hope that his nemesis was dead. He reemerged as Atlas, a fisherman, proletariat hero, and family man. His original voice remained, covered for with a heavy Irish accent. He then charismatically charmed the mob as a humble freedom fighter, while setting the stage for the Civil War which would tear Rapture apart. Originally hoping for victory in this genetic arms race, "Atlas" soon found himself trapped in Rapture, with Ryan in control of the bathyspheres and the Splicers through his pheromone systems. With no other way out, "Atlas" activated his sleeper agent, Jack.


For Jack, Atlas was the friendly tutorial and friend that helped and would stick with him through his adventures, this is, however, until Ryan reveals that Atlas has been playing him for a fool this entire time, controlling Jack's actions without him noticing by using a hypnotic phrase, Would You Kindly? After Ryan uses the phrase to force Jack to kill him, Atlas comes in and uses the phrase to make Jack use the genetics key to turn off the self-destruct and to give control of Rapture to Fontaine Futuristics, Fontaine then reveals himself to Jack, before abandoning him to be murdered by the Security Bots.

Luckily, Jack survived, Fontaine then decides to dispose of Jack one and for all, to ensure Jack dies, Fontaine commands Jack to get stepped on by a Big Daddy by once again using the Would You Kindly phrase, however thanks to Tenenbaum, some of Jack's mental conditioning was removed, making Jack immune to the Would You Kindly phrase. Amused, Fontaine reveals he has another way to control Jack, called Code Yellow, another hypnotic phrase which will make the heart stop beating, however the heart is a "stubborn muscle" described by Fontaine, which is the sole reason Code Yellow doesn't just stop the heart immediately, this gives Jack enough time to make Lot 192, a cure to Code Yellow, after taking Lot 192, Jack is completely freed from Fontaine's control.

Jack and Fontaine come face-to-face in Point Prometheus, however. Fontaine has spliced himself with ADAM, he throws an iron statue at Jack. However, Jack survives, Fontaine, not wishing to fight Jack, locks himself in Point Prometheus' tower, threatening to completely flood Rapture if Jack continues to chase him.

Despite this threat lingering in the air, Jack comes to fight Fontaine at the top of the tower, Jack finds that Fontaine has strapped himself into a big machine that pumps his body full of ADAM, transforming him into a bigger version of himself, Jack comes up into the strapped Fontaine and begins sucking him of his ADAM. Fontaine knocks Jack back to the elevator and breaks himself out of the machine, using Fire abilities, after receiving a brutal beat down from Jack, Fontaine quickly renters the machine which uses the ADAM to refuel his strength, however Jack comes back up and once again sucks out some of Fontaine's ADAM. Fontaine knocks Jack back to the elevator before breaking out of the machine, using Ice abilities, receiving another beat down, Fontaine once again retreats to the machine, Jack sucks up more of Fontaine's ADAM, Fontaine knocks Jack back to the elevator and breaks out a third time, this time using Electric abilities, receiving one final beat down from Jack, Fontaine tried to regain his strength, however Jack sucks up more of his ADAM.

Fontaine then knocks Jack to the floor, very weak and almost falling, Fontaine contemplates what a family is before he tries to kill Jack, however a Little Sister comes behind him and stabs Fontaine, Fontaine manages to get her off, but she signals for more Little Sisters, the Little Sisters then bombarde Fontaine before stabbing him with their needles and sucking out his ADAM, explained by Tenenbaum, the body becomes desperate for ADAM, to the point it needs ADAM to survive, with the Little Sisters draining him of his ADAM, and too weak to get back to the machine to refuel his ADAM, Fontaine's body just couldn’t survive, leading to his demise.

BioShock 2

Though he doesn't make an appearance in BioShock 2, several of Fontaine's audio diaries can be found by the player.

Burial at Sea

Burial at Sea reveals that Ryan had Atlas and his men imprisoned in Fontaine's, sinking the area at the bottom of the ocean. At the department store, Atlas and his men come across an unconscious woman named Elizabeth and the Little Sister Sally, and decide to kill the woman and take the child. However, Elizabeth regains consciousness and makes a deal with Atlas, to return her Sally in exchange that she find a way to make their prison return to Rapture. Though initially skeptical, he agrees when she lies that she is Dr. Suchong's lab assistant, realizing that he could have her find the "Ace in the Hole". Agreeing to exchange, he lets Lonnie knock out Elizabeth as they deal with the splicers and Ryan's men trying to kill him.

During the story, Atlas becomes aware of Elizabeth speaking to herself, but helps her when she needs to obtain the Old Man Winter plasmid to act as a heat sink. Once the prison rises to Rapture, Atlas breaks their deal by having his men capture her, ordering Lonnie to find what she knows about the "Ace in the Hole". This fails as Lonnie gives her a high dose of the truth serum, causing her to fall into a coma for two weeks. Atlas then interrogates her by threatening to give her lobotomy, and she reluctantly agrees to find the "Ace" when he threatens Sally. Afterward, Atlas brings her to Dr. Suchong's clinic via a bathysphere, and awaits at Artemis Suites to be given the message.

In the secret area, Elizabeth Atlas the "Ace" and proceeds to kill Elizabeth with a wrench handed to him by Lonnie. Seeing that Rapture will be his by using the "genetic freak", Fontaine prepares Jack's arrival and leaves a dying Elizabeth to be consoled by Sally.



Would you kindly pick up that shortwave radio? I don't know how you survived that plane crash, but I've never been one to question Providence. I'm Atlas, and I aim to keep you alive. Now keep on moving... we're gonna have to get you to higher ground... Take a deep breath and step out of the Bathysphere. I won't leave you twisting in the wind.
~ Fontaine introduces himself to Jack as "Atlas".
Grown man jumping at ghosts. Fontaine's dead, and everybody knows it. In the ground for months, and half the place still jumping at his shadow, Christ, even Ryan!... You never mind all that. We got work to do.
~ Atlas rants to Jack about Peach Wilkins' paranoia of Fontaine.
Moira... Patrick... Ain't that just like Ryan. Waits until we're almost out, and then he pulls the string! We'll find the bastard! We'll find him and we'll TEAR HIS HEART OUT!
~ Fontaine feigns an emotional breakdown after "Moira and Patrick" are killed.
You might hear things about me, see my name about. Think what you will. There was a time when I cared about politics, but it's just an excuse men use to kill one another. I'm done with all that. I just want to see the sunlight again...
~ Fontaine dissuades Jack from paying attention to the "Atlas" posters if he stares at one.
Now would you kindly head to Ryan's office, and kill the son of a bitch?
~ Atlas commands Jack to kill Andrew Ryan upon his arrival to Hephaestus.
~ Fontaine's final given command to Jack before dropping his facade.
And now you've got hooked up with Tenenbaum, huh, kid? She's a regular Mother Goose. Alright, fun's fun, kid, but now... Go get stepped on by a Big Daddy, would you kindly?... Huh? I says, would you kindly go get stepped on by a Big Daddy?!
~ Fontaine attempts to dispose Jack.
Ah. Seems like Mother Goose has been playing around in your egg salad. If you won't dance to that tune, I got others. "Code Yellow"... I just told your brain to tell your heart to stop beatin'. Not right off the bat, mind you. The heart's a stubborn muscle. But it ain't that stubborn.
~ Fontaine reveals he has more mental conditioning on Jack than simply "Would You Kindly" up his sleeve.
I don't like this any more than you do, kid. But you gotta understand where I'm coming from. I've got twelve years down here. Big investment. Man can't walk away from a long con like that.
~ Fontaine tries to justify conning Rapture for twelve years.
ADAM is the ultimate score, kid! No more grifts, no more scams. A monopoly on ADAM makes Standard Oil look like the Piggly Wiggly. All that's left is burying the bodies... And when they're already six miles under the Atlantic, you got one helluva head start.
~ Fontaine tells Jack about the potential ADAM has as a business.
You think you're some kinda hero? I ordered you up from Suchong like a Chinese dinner: a little from column A, a little from column B. What do you plan on going back to? Your fake family? Your phony dreams? Putting you out of your misery will be the nicest thing anyone's ever done for you.
~ Fontaine to Jack regarding his birth and lack of a real family.
What do you take me for, some kind of mental incompetent? We tossed Mother Goose's roost the moment she decided to, "grow a conscience". You won't find nothin' here kid, 'cept maybe her memories. And trust me on this, you don't want 'em.
~ Fontaine tries to justify having his men ransack Tenenbaum's apartment.
I'm gonna miss this place. Rapture was a candy store for a guy like me. Guys who thought they knew it all, dames who thought they'd seen it all. Give me a smart mark over a dumb one every time.
~ Fontaine to Jack once he reaches Fontaine's apartment.
These sad saps... They come to Rapture thinking they're gonna be "captains of industry". But they all forget that somebody's gotta scrub the toilets. What an angle they gave me... I hand these mugs a cot and a bowl of soup, and they give me their lives. Who needs an army when I got "Fontaine's Home for the Poor"?
~ Fontaine talks about the people he has manipulated at Fontaine's Home for the Poor.
Not so quick, kid. I still got enough of a leash on that brain of yours to keep you from getting any closer to my roost.
~ Fontaine holding Jack back with his mental conditioning should he attempt to leave Apollo Square early.
Made Ryan good and mad when I started playing the charity angle. "Fontaine's Home for the Poor". 'Fore I knew it, I was calling myself "Atlas" and leading an army. Ryan and his precious Rapture. You don't have to build a city to make people worship you... just make the chumps believe they're worth a nickel.
~ Fontaine introducing Jack to Fontaine's Home for the Poor.
Never play a man for the short con when you can play 'em for the long one. Atlas is the longest con of all. Ryan wanted Frank Fontaine dead, I just gave him what he wanted! As Atlas, I got a new face, a clean record, and a fresh start. Now, it's time to take back Rapture and-
[Fontaine is interrupted by Diane McClintock in the middle of his recording and quickly uses his Atlas voice]
Oh, Miss McClintock! What are you doing here? Let me just...
[Fontaine switches back to his normal voice]
...Turn this off.
~ Fontaine is interrupted by Diane McClintock while using his real voice shortly before presumably killing her.
YOU BROKE THE SPELL?!... But layin' all your chips on Mother Goose. It's not like you never been double-crossed before. You know what I'm sayin'? Hoof it to Point Prometheus. We'll discuss this like men. You, me, a submarine topside, and more ADAM than you can possibly imagine.
~ Fontaine challenges Jack after all of his mental conditioning had been reversed.
Alright, alright! You lookin' to slug it out?! I'm game! But I got all the ADAM in the city, pal, and I ain't shy about using it. And now, I'm jake to take her out for a spin!
~ Fontaine flaunts his new strength from ADAM before running away from Jack.
The mug's right behind me! I don't even want to see him WALKIN'!
~ Fontaine sends Security Bots to kill Jack.
Last chance, kid! You pack it in now, and I'll leave this dump to you and "Frau Kraut"! You keep on comin', and Rapture's a fish tank!
~ Fontaine threatens to destroy Rapture if Jack keeps chasing him.
You pushed me too far, kid. When you're cold and stiff, I'm gonna go over to Mother Goose's house, and I'm gonna to take it apart, piece-by-piece and brat-by-brat. Consider it your legacy.
~ Fontaine promises to kill Tenenbaum and the rest of the Little Sisters once he kills Jack.
Look around you, kid. You think two-bit heroics count for a fig in this pit? You're staring down the puke stain of Ryan's busted dream! You think there's something worth saving down here?! Then you deserve to gargle with the rest of these scrubs!
~ Fontaine to Jack regarding what is left in Rapture.
You know? You should be THANKING ME! I BROUGHT YOU HERE, I SHOWED YOU WHO YOU ARE! Nobody never told you nothin' but lies till I come along!
~ Fontaine hypocritically defends himself.
Where you gonna go? Your life?! Your family?! They're a fairy tale, kid! No more real than something you read about in the Saturday Evening Post. Poor bastard. A motherless freak, whipped up in a half-baked science experiment.
~ Fontaine insultingly questions Jack's future.
Hahahahahaha! I really wound you up with that "wife and child" bit: [mockingly using the Atlas voice] "Ohhhhh, me poor Moira! AYEE, ME WEE BABY PATRICK!" Hahahahahaha! Maybe one day I'll get me a real family. They play well with the suckers.
~ Fontaine cruelly taunts Jack over his lie about having a wife and child.
Don't know what I was thinkin'. Never spliced up once the whole time I was down here in this aquarium. Figured it was bad to mix business with pleasure, but WHOOO! FORGET ALL THE NOSE-CANDY AND FLOOR POLISH I BEEN WASTIN' TIME WITH! THIS STUFF IS THE MOTHER'S MILK!
~ Fontaine begins to splice heavily.
Hah! That might be plenty for the working scrubs and the pencil pushers, but I need more, more! I want to SPLICE, 'TILL THERE AIN'T NOTHIN' LEFT TO SPLICE WITH!
~ Fontaine while using ADAM to transform himself into a hulking monstrosity over the radio.
I remember when me and the Kraut put you in that sub. You were no more than two. You were my ace in the hole, but you were also the closest thing I ever had to a son. And that's why this hurts. Betrayal, kid. Life ain't strictly business.
~ Fontaine before his showdown with Jack.
I got ADAM flowin' into me, kid. You think you got power?! You're twenty watts, AND I'M THE LIGHTS OF BROADWAY!
~ Fontaine beckoning Jack to take him on while pumping himself full with ADAM.
~ Fontaine's battle cry.
I paid good money for you, and this is what I get?!
~ Fontaine insulting Jack's existence as he recharges.
I had you built! I sent you topside! I called you back, showed you what you was, what you was capable of! Even that life you thought you had, that was something I dreamed up and had tattooed inside your head! Now if you don't call that family, I don't know what is! And now-
~ Frank Fontaine's last words.

BioShock 2

This Lamb twist went after Ryan all cockeyed. Solidarity angle was smart at first. Poorhouses and breadlines? High-grade bunko. And that religious rights debate? [laughs] Gotta wonder if she staged it just to watch Ryan squirm up there in his monkey suit. Lamb's only problem is she really buys into the whole song an' dance! Savin' the world? Hah! Rapture just ain't her town. Ryan's got her on ice somewhere now, and I figure that opens up the charity scam for the professionals.
~ Fontaine's thoughts on Sofia Lamb.
[Speaking as Atlas] New face. I have a new goddamn face. Who'da thought? Rapture: paradise of the confidence man. I gotta keep revisin' the Atlas voice. I figure the accent gives me an excuse to lock myself in a room with a bottle and count the cash. War's on in full now, boy. And I've got a hell of a surprise for Andrew Ryan. Long time comin'. And right about now, I expect the prodigal son is bookin' his flight...
~ Fontaine practices his Atlas voice while going over his plans in BioShock.
When you're down in the mouth, and life's a pain
Weatherman says 'heavy rain'
A little boost is all you need
Average Joe to Hercules
Stronger arm and sharper brain
That's why the future is Fontaine!
~ The jingle for Fontaine's company, Fontaine Futuristics.
Every time Ryan turns up the heat, I know I'm a little bit closer to beatin' him at his own game. But now the game's changin'. Ryan's boys are comin' in heavy, lookin' to knock down my door and take what's mine... Like this is the first time I had to dodge a bullet! They're comin' to my house, expectin' a show, but they're gonna get a disappearin' act. Say goodbye to Fontaine...
[He cocks a shotgun and switches to his Atlas voice]
~ Fontaine anticipates his faked death and fresh start as Atlas.

Bioshock Infinite: Burial at Sea

Elizabeth: I can get you back to Rapture!
Atlas: [to Lonnie] Put, the gun, down. [to Elizabeth] Now... what was that you said about Rapture?
Elizabeth: I can get you back to Rapture.
Atlas: And how you plan on doin' that, sister? You some kinda magician?
Elizabeth: Suchong.
Atlas: And how do you know that sl--t-eyed wonder?
Elizabeth: I'm his lab assistant.
Atlas: If it escaped your notice, Andrew Ryan sunk us five thousand fathoms below his shining city. How does Suchong propose to get us back?
Elizabeth: That's between me... and the sl--t... But if I do this, the girl goes with me.
Atlas: Little Sisters are worth their weight in gold. She's not up for negotiation.
Elizabeth: Last time I checked, back in the city, they were making Little Sisters by the dozen.
Atlas: That's a right fairy tale you've dreamed up, sister. But if you're lying, we can just as well kill ya tomorrow. Down here, we got nothin' but time. [Atlas kicks a radio over to Elizabeth] In case I need to get hold a' ya. If you see Suchong, tell him: Atlas says hasn't forgotten 'im.
~ Atlas and Elizabeth strike a bargain.
Atlas: If you don't mind me askin', love: why are you talkin' to nobody? If I had pegged you for a loon, I might have had second thoughts on our arrangement.
Elizabeth: I'll hold up my end. But I better find the girl the way I left her.
Atlas: You're in no position to make demands. But I must confess, I do like a bit a' sass in a lass.
~ Atlas questions Elizabeth's sanity.
My name is Atlas, and let me ask you a question: Who's looking out for you? Who's got your back? That stuffed shirt Ryan? Hardly! You think he "locked" us up down here because we did anything wrong? The only mistake we ever made is not playing the big man's game. You join up with me, you have my word that you and your loved ones will be looked after. I don't give a fig about money. I don't care about stature. All I want is a fair shake, and brother, you deserve a fair shake!
~ One of Atlas' propaganda messages in Housewares.
My name is Atlas, and I'm here to share a secret: we're not dying here, we're heading back to Rapture! And when we do, I promise you, there will be a reckoning. You stand by me, and we will toast each other's help, not at some dodgy pub in Neptune's Bounty, no! You stick with Atlas, it's oysters and a fine stout at the best table at the Kashmir.
~ Another one of Atlas' propaganda messages in Housewares.
The time has come, brothers and sisters. Did you want to keep climbin' Andrew Ryan's ladder, just to watch him knock it down as you're reachin' the top? The cards are stacked. What's a bunch of fine words, if there ain't deeds to back them up? Rapture was supposed to be different. But the only thing that separates it from the slums of New York or Glasgow are about a million gallons of salt water. Ryan sent a clear message when he had Frank Fontaine put down: "It's time all you learned your place." I'll tell you what, Ryan: Message received! LOUD AND CLEAR! AND HERE'S WHAT THE PEOPLE OF RAPTURE HAVE TO SAY TO YOU: IF YOU DON'T GIVE US WHAT WE WANT, WE'RE MORE THAN HAPPY TO COME AND TAKE IT!
~ Atlas' message to Andrew Ryan.
Atlas: Any progress, love? I must confess, I'm becoming a wee bit skeptical.
Elizabeth: Remind me: why am I supposed to care?
Atlas: You see, me lads have taken a keen thirst for ADAM. And there's a vintage right in front of me that'll do nicely.
Elizabeth: If you kill her, I truly hope you are happy living down here. Put down roots; raise a family. Or maybe you think Andrew Ryan is gonna ride to your rescue.
Atlas: Fair enough. But remember: There are fast ways to harvest Little Sisters, and some very slow ones.
~ Atlas threatens to have his men harvest Sally if Elizabeth doesn't pick up the pace.
Suchong, I'm gonna make this clear as can be, so we don't have any miscommunications: Where, the hell, is the ace, in the hole?! You think you can stiff Frank Fontaine? I paid GOOD MONEY for state a' the art weaponry! I ain't losin' this war just because you found yourself a higher bidder! I can promise you, I ain't never been one to lose with dignity.
~ Fontaine's frustrated message to Suchong found in his panic room.
Atlas: Didn't your mum ever teach you not to put your faith in "strange, foreign men"?
Elizabeth: Just give me the girl. She means nothing to you.
Atlas: You've got that right. The girl means nothin'. But you, love... you mean the world...
~ Atlas captures Elizabeth once she gets Housewares to float back up to Rapture with the Lutece Particle.
Atlas: You know what part a' the brain free will comes from? Stubbornness? The pre-frontal lobe. Now, I think it's fair to say: you're a bit of a stubborn one, are ya not? Man named Steinman taught me this trick. He's a bit of a lunatic, but a fine surgeon. He calls this little trick a "transorbital lobotomy". Take hold of her, lads.
Elizabeth: You're wasting your time.
Atlas: Now, if you won't remain still, I can't be held responsible for what comes next!
[Atlas' men restrain Elizabeth while Atlas pushes a pick into Elizabeth's eye socket]
Atlas: Here we go... You feel that? I'm moving the pick across your eyeball - oh! Still now! And restin' it on your skull... There's about, a bit over a quarter of an inch of bone, between the pick and your pre-frontal lobe. And that's where this little fella comes in.
[Atlas brandishes a small mallet]
Elizabeth: I don't-
[Atlas taps the pick with his mallet while Elizabeth yelps in pain]
Atlas: Shhhhh shhh shhh shh shh shhhhh! It was just a wee tap! But I don't expect it'll take a few more of those to reach the meat. And then we might find you a bit less than mule. Where's me Ace in the Hole?
Elizabeth: I don't know. Alright?
Atlas: You know what else rests in the lobe?
[Atlas starts hitting the pick each time he lists an aspect of the fonrtal lobe]
Atlas: Creativity! Individuality! Personality! In short, what makes you, you. Ah... I'm just about through now. Last chance, pet. Where, is, the Ace, in the Hole?
~ As Atlas, Fontaine tortures Elizabeth while performing a transorbital lobotomy.
You're a regular hero, ain'tcha?
[Fontaine suddenly breaks character and uses his real accent]
Can't risk rippin' the only part a' you that's worth a damn! Well, there's more than one way to fry an egg!
[Fontaine slips back into his Atlas identity as Sally is brought in]
Now, little one... Are you familiar with the term "transorbital lobotomy"? It's a simple matter! All I need do is insert this pick into your eye, with just a few taps with me hammer! BETTER TO SHOW BY EXAMPLE!
~ Fontaine threatens to lobotomize Sally in front of Elizabeth while she begs, in addition to breaking character.
One a' the lads'll show you how to get inside. We'll be waitin' for you where you come out. Shake a leg, now. The Lord hates a laggard.
~ Atlas orders Elizabeth to find the Ace in the Hole in Suchong's Clinic.
Suchong! What the hell were you thinking?! Drinkable Plasmids?! We're burning through ten times the amount of ADAM compared to the injectables! And if you failed to notice, them Sea Slugs ain't exactly growin' on trees. Switch back to the injectables and let the eggheads in marketing worry about selling it to the chumps!
~ Fontaine reprimands Suchong for costing him a lot of ADAM to create drinkable Plasmids.
Atlas: What is this? It's just a buncha gibberish!
[Fontaine breaks character]
Elizabeth: It says... "Would You Kindly".
[Fontaine looks at the note and smiles, switching back to his Atlas voice and shouts to his men]
Atlas: We've got the activation phrase, now all we've got to do is get that genetic freak of nature on an airplane, and Rapture's ours!
~ Atlas interrogates Elizabeth into decoding Suchong's "Ace in the Hole" before killing her.


  • Just as Andrew Ryan is based off of Ayn Rand and represents Objectivist Idealism, Frank Fontaine embodies the same philosophies' core vices. Rand's Objectivism teaches that it every human being's core responsibility to achieve self-fulfillment in whatever it is they do by means of rational thinking, assertiveness, and most of all by achieving said goal on one's own. Objectivism pans theft, manipulation of others and restrictions by outside forces. In contrast, Fontaine is a crook who wishes to make money by profiteering off of other's gullibility and misfortune. He achieves this by tricking people into believing in something greater than themselves, id est Fontaine's "Atlas" persona and has them fight against Andrew Ryan, who for all intents and purposes was a self-made-man.
  • Frank Fontaine's family name is a reference to the novel The Fountain Head by Ayn Rand, while his Atlas persona references Atlas Shrugged, a novel also by Rand. This is done ironically to illustrate Fontaine's mockery of the objectivist philosophy.
  • In his statuesque, ADAM infused form during the game's end, Fontaine resembles an Art Deco statue, possibly relating to the Atlas statue located in front of the Rockefeller Centre in Midtown Manhattan. Again relating to Objectivist philosophy.
  • In the original BioShock, prior to encountering his boss form, Fontaine uses a recycled "Waders" splicer model as his human form, so he shows deformities even before using ADAM. However, as he is only seen at a distance, this is meant to go unnoticed until he is seen up close in Point Prometheus. He is eventually given a unique model in Burial at Sea under his Atlas disguise.
  • According to Ken Levine, the creative director of BioShock, Fontaine was partially inspired by Keyser Söze, the antagonist of The Usual Suspects. This is evident due to both being crime bosses feared by every criminal, as well as both being con-artists who pretend to be completely different people.
  • If one closely inspects the portraits for Fontaine and Atlas in both BioShock and Bioshock Infinite: Burial at Sea, they do in fact share very similar facial features with each other. In BioShock, their ears are nearly identical to each other and also share a similar eye shape, while in Burial at Sea, their noses, ears and eyes (except for the eye color) are the most notable similarities.

External Links


           BioShockLogo.png Villains

Ryan Industries
Andrew Ryan | Sander Cohen | Yi Suchong | Gilbert Alexander | Stanley Poole

Ryan Security
Chief Sullivan | Ivan Karlosky | Pat Cavendish

Fontaine Futuristics
Frank Fontaine | Yi Suchong | Reggie

Fontaine Fisheries
Peach Wilkins | Louie McGraff

Atlas' Followers
Lonnie | Felix Molloy

The Rapture Family
Sofia Lamb | Big Sisters | Simon Wales | Gilbert Alexander | Stanley Poole | Nigel Weir | Edward Grimes | Leo Hartwig

Sander Cohen | J.S. Steinman | Simon Wales | Gilbert Alexander | Reed Wahl | Peach Wilkins | Daniel Wales | Louie McGraff | Martin Finnegan | Silas Cobb | Hector Rodriguez | Leo Hartwig | Rose | The Saturnine | Rupert Mudge

Alpha Series

The Founders
Zachary Hale Comstock | Fraternal Order of the Raven | Esther Mailer | P. Pettifog and Harrison Powell | Preston E. Downs | Boys of Silence

Fink Manufacturing
Jeremiah Fink

Slate's Soldiers
Cornelius Slate

Vox Populi
Daisy Fitzroy