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Born around 1928, Grace Holloway’s early childhood was spent in the Hooverville in St. Louis, Missouri. As a very young woman struggling to make a name for herself in the Black vaudeville circuit (though swing blues was more popular at the time, Grace had a preference for classic blues, which didn’t make things easier for her career in a music industry that had been kneecapped by the Great Depression and then by World War 2), she heard rumors of an industrialist named Andrew Ryan building some sort of post-war miracle city in the Atlantic.

Grace was one of the earlier artist residents of Rapture, arriving around 1947 with a band that was making an early musical transition from swing and urban blues to rhythm and blues. Having arrived with the hope of both singing and starting a family, she rapidly established herself as a solo act, enjoying a heyday of popularity from 1948 to 1953. She was regularly booked for performances in august locations such as Fort Frolic, though she still made time for appearances in more humble venues such as the Limbo Room in Pauper’s Drop. She made friends with many of Rapture’s influential people during this time, including Charles Milton Porter (the mastermind behind much of Rapture’s automated computing).

Around the middle of her stardom period, Grace found herself disgruntled by the intermittent but still present manifestations of racial bias, despite Andrew Ryan’s promises that such things didn’t matter in Rapture. While singing songs to that effect in the Limbo Room around 1951, Grace first met James, whom she courted for a half-year before they became engaged. To Grace’s disappointment, she was diagnosed with infertility.

Around the end of 1952, commercial products using the gene-editing substance called ADAM first became available, marketed by Fontaine Futuristics. The early products were quite expensive and made in small quantities. As Grace liked neither the expense nor the prospect of altering her body in such an untested way, she would have declined to use ADAM products anyway. However, what really solidified that decision was that around the same time, James went missing.

Given the circumstances, Grace was fairly certain that he was disappeared by Ryan for organizing people against him. Initially terrified of being disappeared in the same way, Grace retreated into a repertoire of patriotic standards such as Rise, Rapture, Rise. However, as tensions worsened, she began to speak against Ryan in song, and he had her blacklisted. With the only venue still willing to risk Ryan’s ire being the Limbo Room, Grace moved to the predatory Sinclair Deluxe long-term hotel in Pauper’s Drop.

Grace initially struggled to connect with the Pauper’s Drop community, which was largely populated by laborer residents who’d been exploited by Rapture’s construction from the start. There, she met Sofia Lamb, an English psychologist and therapist, who often attended community events in Pauper’s Drop despite not living there. In addition to being friendly with many of the residents of the Drop (for example, being notorious for being extraordinarily bad at poker and losing vast sums of money in so doing), Lamb offered free mental counseling on Sundays, which Grace availed herself of. Lamb espoused a form of collectivist utopianism, believing that people ought to abnegate themselves for the common good, as detailed in her philosophical treatise Unity and Metamorphosis. Disillusioned with Ryan’s “Great Man theory” Randism, Grace found herself drawn to the tight-knit community and sense of purpose of Lamb’s followers, a group that came to be called the “Rapture Family” as it coalesced into a near-religious cult that valorized de-individuated altruism. Her charisma, poise, and passion quickly made her invaluable to Lamb’s organizing efforts, and Grace considered her to be a friend as well as a leader, often minding Lamb’s daughter Eleanor as a de facto aunt.

After a public debate between Lamb and Ryan, which many spectators judged Lamb to have won, Lamb’s influence continued to grow. To deal with her, Ryan had a spy planted in the Rapture Family — Stanley Poole, a reporter — who collected enough evidence of Lamb’s plans to take control of Rapture to have her sentenced to imprisonment in the Persephone penal colony in 1955.

In preparation for her incarceration, Lamb entrusted four-year-old Eleanor to Grace’s care, knowing that Grace had long wanted children of her own. Grace happily raised Eleanor in the Drop. However, around three years later in early 1958, Eleanor vanished without a trace in Dionysus Park while Grace’s back was turned.

(Below the cut: relevant context that Grace wouldn’t know about.)

Unbeknownst to Grace, Eleanor had become suspicious of Poole and slipped away from Grace to confront him. To keep it quiet, he abducted her and gave her to Fontaine Futuristics, which needed lots of pre-pubescent girls to produce more ADAM by converting them into “Little Sisters”.

Rapture’s appetite for ADAM products continued to grow, not least because ADAM fostered physical dependence in its users, but also because of an increasing plasmid arms race. Around 1956, Dr. Yi Suchong devised a method of converting adult men into “Big Daddies”, heavily modified creatures adhered to diving suits that were intended to perform maintenance on the underwater city in conditions that were overly hazardous and undesirable for people. By 1958, production of ADAM from the Little Sisters alone couldn’t keep up with demand, so Fontaine Futuristics started sending Little Sisters out into Rapture through the air vents to sniff out ADAM-filled corpses (a skill they possessed due to the Gatherer modifications) and drink their blood to process the ADAM (a behavior inculcated in them via ADAM-enhanced brainwashing).

However, this exposed the Little Sisters to attrition (as although they could heal from nearly any injury, if they were disemboweled fast enough they could still be harvested for ADAM), and by late 1958, Andrew Ryan — in control of the former Fontaine Futuristics, now called Ryan Industries — began research into using the Big Daddies as paired protectors for the Little Sisters, as the Big Daddies were already to be found in most parts of Rapture anyway. Dr. Suchong tried to engineer a method for an omnidirectional attraction, where any Little Sister would feel protected by any Big Daddy, and any Big Daddy would protect any Little Sister. In contrast, Dr. Gilbert Alexander experimented with a pair-bond, creating a purpose-built line of “alpha series” Big Daddies to attach to specific Little Sisters. The test subjects for all of these experiments were taken largely from Persephone. A deep-sea diver nicknamed “Johnny Topside” by the Rapture media, who discovered Rapture by accident and was incarcerated on suspicions of espionage, was converted into Subject Delta and successfully pair-bonded with Eleanor. As a pair, they patrolled Rapture for ADAM.

Additionally, in early October 1958, Lamb successfully staged a revolt in Persephone with the followers she’d amassed there. She continued the fiction that it was still being run by Augustus Sinclair, biding her time.


The next time Grace saw Eleanor was in late 1958. Although Little Sisters had become an increasingly common public sight in the past year, the usage of Big Daddies as their protectors wasn’t yet commonplace. Because of that, when Grace saw Eleanor accompanied by an alpha-series Big Daddy, she thought nothing of running closer to embrace Eleanor in joy. As Little Sisters weren’t supposed to be touched by unauthorized persons, the Big Daddy knocked Grace to the ground and broke her jaw. Seeing the brainwashed Eleanor affectionately referring to the Protector as “daddy”, Grace came to the conclusion that the Big Daddy had effectively stolen Eleanor from her.

To Grace’s relief, Lamb made contact with her from Persephone, informing her that she’d turned the penal colony into a refuge for the Rapture Family, and formally requesting that Grace lead the Family in the Drop (which she’d already effectively been doing). Grace took the opportunity to tell Lamb that she’d seen Eleanor as a Little Sister, guarded by a Big Daddy, and apologized for losing her daughter. Lamb assured Grace that she didn’t blame her at all, and that they’d get Eleanor back.

Shortly thereafter, the Rapture Civil War began on New Year’s Eve 1958. Ryan’s forces fought the forces of the false revolutionary Atlas (Frank Fontaine in disguise), while the followers of the Rapture Family largely retreated to wait out the hostilities, building up their strength. Grace was overjoyed to hear that Lamb was able to reclaim Eleanor from Subject Delta, though Lamb informed Grace that deprogramming Eleanor will take time, and that she’d have to stay in Persephone without seeing Grace.

Dr. Yi Suchong perfected the Protection Bond on January 14, 1959. Unfortunately, alpha-series Big Daddies became psychologically unstable if their singular Little Sisters died, which was a significant design flaw. Because of this, no more alpha-series Big Daddies were produced, with Ryan Industries switching entirely to adding the Protection Bond programming to preexisting maintenance Big Daddies.


Throughout 1959 and into 1960, Rapture descended further into chaos. Poole flooded Dionysus Park to cover up evidence of his mole status. Resources become increasingly tight, but Grace’s leadership and morale-raising skills kept the Drop — whose population by this point almost all followed the Family — functioning. At one point, Grace’s knee was injured in an accident and never healed correctly, necessitating the use of a handsome walking cane.

At a later point in 1960, both Ryan and Fontaine died, opening the way for Lamb to emerge from Persephone and take control of Rapture, also granting Grace administrative/systems control of Pauper’s Drop. Lamb began to preach the creation of a being who would be completely selfless and unerringly good, which would be achieved by using the memory-storing capabilities of ADAM to infuse one virtuous individual with the intellect and memories of all the Family. It became clear that Eleanor was the only feasible candidate for such drastic modifications without losing her mind in the process. Grace eagerly took up this new doctrine, speaking to the Family of the Drop about Lamb’s aims to turn Eleanor into something holy. By 1967, the Family began kidnapping young girls from the surface for Little Sister conversion and the production of more ADAM, welcomed by Grace as members of the Family.

In 1968, Subject Delta somehow returned from the dead and began working his way toward Persephone and Eleanor. Lamb locked down the city to stop the Protector, but he headed in Grace’s direction to obtain and use her access key to continue on his way. As Delta fought his way through the Drop, Grace viciously taunted the “tin daddy” to vent her frustrations and rile up the Family, seeing him as a mindless, baby-snatching attack dog in whose suffering she could take enjoyment.

When Delta reached her saferoom despite the opposition of the Family, Grace opened the door to let him in, telling him to finish the job he started when he broke her jaw. He spared her instead, and after a moment of anger, Grace realized that a mindless attack dog wouldn’t have turned the other cheek — meaning that the Big Daddy had been a thinking man all along.

Though Grace at first assumed that Lamb had simply been mistaken about Delta’s sapience (or rather, lack thereof), she assisted Delta in his departure from the Drop by gifting him defense robots she’d received long ago from Porter (before he vanished in 1958). Feeling that she owed him her life, she also sent more help to Delta later on. Delta’s rampage through Rapture meant that Lamb didn’t have time to deal with Grace’s crisis of faith. By the time Delta had reached Inner Persephone, Grace came to the laborious conclusion that Dr. Lamb had been self-serving all along. There was no time to dwell on the realization, as the city started coming apart soon after. While directing Drop residents to shelter, Grace Holloway was hit on the head by falling debris and blacked out.

(Citations to be added!)
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