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BioShock Wiki

Grace Holloway.png
For Grace, the paradise of Andrew Ryan was most unkind. She spoke against him in song, and he had her blacklisted. It left her penniless… But in the Family she has found hope, a reason to draw breath.
― Sofia Lamb[src]

Grace Holloway is a character in BioShock 2. She is a former jazz singer who was blacklisted during Andrew Ryan's rule of Rapture for singing songs critical of his administration.[1] She became one of Sofia Lamb's most loyal lieutenants in the Rapture Family, overseeing Pauper's Drop for her.



Advertisement for Grace's music.

Grace Holloway lived with her family in a Hooverville in St. Louis, Missouri during the worst years of the American Great Depression. She moved to Rapture hoping to start a family and continue her singing career.[2] She however saw the hypocrisy of Andrew Ryan and the other business tycoons, like Frank Fontaine, who would profit from the poor but ignore their troubles.[3] She worked these themes into her repertoire, but a song against Ryan got her blacklisted and forced into poverty.[1]

With no other place to go, she took residence in Pauper's Drop, where she became a popular blues singer at the Limbo Room and signed a record deal with Steinkamp Recordings.[4] Despite the living conditions in "The Drop" proving to be much worse than any slum on the surface,[3] she found motivation to sing about Rapture's social rift in her downtrodden audience. Through her singing she eventually met James, a social activist, and fell in love with him. Her newfound happiness was cut short when he disappeared, taken away by Ryan's men for his political agenda.[5] She was so frightened of similar punishment that she stopped singing her controversial songs, instead singing pro-Ryan propaganda such as "Rise, Rapture, Rise."[5] She also discovered that she was barren, further darkening her hopes for the future.[6]

Her troubled life led Grace to attend Sofia Lamb's free mental counseling sessions in Pauper's Drop. She was greatly impressed that Lamb cared for the poor even though she was one of the elite of Rapture.[2][3] On her side, Lamb saw interest in Grace's possible vocal contribution to the then secret Rapture Family and eventually offered her to join it.[7] Though reluctant at first, Grace accepted and started spreading Lamb's message of solidarity, handing out the psychiatrist's pamphlets at the Limbo Room and renewing her political defiance against Ryan in her songs. This did not go unnoticed by Ryan, who started taking undercover measures against Lamb and her people.[8]

Lamb trusted Grace's loyalty, even as the betrayal of one of her followers would lead to her arrest. Before she was sent to jail by Ryan, Lamb entrusted her daughter Eleanor to Grace's care. This delighted Grace, who had always longed for a child.[6] This period of happiness lasted three years, despite the closing of the Limbo Room due to Rapture's growing tensions prior to the Rapture Civil War. Grace continued to attend to Rapture Family meetings in Dionysus Park, taking Eleanor with her. One day however Eleanor disappeared, kidnapped by Stanley Poole to hide his sabotage of Lamb's cult.[9] Grace was distraught over losing Eleanor, and felt guilt at having failed Dr. Lamb.[10] She only learned what had happened to Eleanor when she saw her walking with Subject Delta looking for ADAM one day. She attempted to hold the girl but Delta knocked her to the ground for her interference, breaking her jaw. Because of this, she blamed Delta for Eleanor's disappearance and transformation, and from that day on despised all Big Daddies, and Delta in particular.

BioShock 2[]

Grace waits in her Safehouse.

Main article: BioShock 2

Subject Delta encounters Grace in Pauper's Drop when he needs to get an access key from her to continue his journey along the Atlantic Express railway. Being Lamb's local authority in Pauper's Drop, Grace is immediately aware of Delta's presence and sends Splicers loyal to The Rapture Family to kill him. She refers to him mainly as Tin Daddy and provokes Splicers to attack whenever he gathers with a Little Sister. Eventually Delta confronts her in her safe room in the ruins of The Sinclair Deluxe. She is old and offers no real resistance, so she allows him to take the key but taunts him, saying he should kill her because that is all his kind are good for.

The player can choose whether or not to kill Grace, and the outcome of this choice affects the storyline. If the player lets her live, she will have a change of heart and send Delta some friendly Security Bots to help him escape from the area, and later some supplies through the Pneumo in Siren Alley. Afterwards, she is never heard from again, leaving her ultimate fate unknown.

When the Subject Delta takes control of a Little Sister much later on in the Cell Blocks of Outer Persephone, he sees a red marble statue depicting the way he treated Grace. If Delta spared her, the statue will show him gallantly carrying her in his arms. If he killed her, the statue will show Grace cowering at Delta's feet with him raising his drill up above his head prepared to strike.

Audio Diaries[]

BioShock 2[]


Delta meets Grace Holloway.


Behind the Scenes[]

  • The character of Grace Holloway was partially inspired by the life of a 1930s blues singer named Bessie Smith.[11][12]
  • If the player decides to not obtain all Little Sisters until after meeting Grace (and allowing her to live), they can return to The Sinclair Deluxe with a Little Sister to harvest and hear Grace singing "Nobody knows you when you're down and out."
  • Grace Holloway was designed by Colin Fix's wife, Annie Fix, as stated in this quote by him in the Deco Devolution artbook: "Grace was designed by my wife, Annie Fix. She's a character who's led a very hard life. She has a lot of things that in this later stage in life she's looking back on and is full of regret and a deep sadness."


  1. 1.0 1.1 "BioShock 2: Pauper's Drop, Siren Alley Impressions" article by Annette Gonzalez at
  2. 2.0 2.1 Sofia Lamb's Audio Diary: Therapy with Grace 1
  3. 3.0 3.1 3.2 Grace Holloway's Audio Diary: Better Times with Lamb
  4. Advertisement for The Deep Blue Revue.
  5. 5.0 5.1 Grace Holloway's Audio Diary: Disappeared
  6. 6.0 6.1 Grace Holloway's Audio Diary: A Gift from Lamb
  7. Grace Holloway's Audio Diary: Therapy with Grace 2
  8. Andrew Ryan's Audio Diary: Pauper's Drop
  9. ADAM Vision in Dionysus Park: "Father, this ADAM you've found contains memories from all the bodies here. Normally, only a Little Sister can see them… but I can show you what Stanley's trying to hide… When mother was taken away, Stanley was left in charge of Dionysus Park… he spent all her money, threw these mad parties — it was like he was trying to ruin her…"
  10. Grace Holloway's Audio Diary: Failing Lamb
  11. Bessie Smith on Wikipedia
  12. "BioShock 2: the seedy underbelly of Rapture" article by Patrick Shaw at