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The Agency

    The Agent / "Agent Phoenix" 
The Player Character, the Agent is a member of the Agency equipped with a telekinetic implant who is put to work to thwart Dr. Zor's plans for world domination.


  • Appropriated Appellation: After stopping the missile in "Operation: Jet Set", John Juniper realizes the agent who destroyed the Death Engine is still alive and decides to warn Dr. Zor that "a pesky phoenix has risen from the ashes". From then on, the player is referred to as "Agent Phoenix".
  • Bunny-Ears Lawyer: Regardless of how you play them, Agent Phoenix is suggested to be something of an eccentric - a trait that isn't too uncommon for the Agency as a whole.
  • Butt-Monkey: They can suffer from The Many Deaths of You repeatedly. Furthermore, they never quite manage to get that vacation. Even when they finally do get one, it turns out to be a mission for them to help get a Zoraxis defector to safety.
  • From Nobody to Nightmare: The Agent started off being given simple missions — steal Zor's car, disarm a virus bomb and prevent an escape pod from self-destructing after destroying Zor's ''Aratus''-class submarine. By the end of The Spy and the Liar, their interference in Zoraxis' operations has drawn the attention of Dr. Zor themself.
  • The Ghost: Little is seen of the Agent aside from their gloves.
  • Good Smoking, Evil Smoking: The Agent has a multitude of opportunities to light and smoke a variety of cigars throughout their missions.
  • Made of Iron: The Agent survived the destruction of the Death Engine orbital station and the Zoraxis Defense headquarters, presumed deceased after both events due to the sheer devastation wrought by the destruction of these locations.
    • Pulling the shield together in the volcano base is visibly taxing to Phoenix, and they black out not long afterwards, but they do survive.
  • Mind over Matter: One secret in your office reveals that you have an implant that allows you to telekinetically move small objects, even at a moderate distance. The third game reveals that Dr. Prism was the one who invented it and implanted it.
  • Red Baron: During The Spy and the Liar they become known as "Agent Phoenix" owing to their return from near-certain death at the end of the first game.
  • Spies In a Van: In The Spy and the Liar, they operate out of a van to keep their KIA status as a cover.
  • The Voiceless: The Agent says very little other than occasionally coughing or gasping. The Handler finds that their stoic silence gives them an air of intimidation.

    The Handler 
Voiced by: Jared Mason
The Agent's direct superior and their contact with the Agency in the field.


  • Drives Like Crazy: Not so much reckless as barely qualified. They say they've only crashed three vans while they were on active agent duty during the intro to the third game's third mission. Ramming into their van during the same can result in them admitting that they barely have control of the vehicle as it is (while driving in a straight line along a completely straight bridge). This actually results in the objective of that mission (an AI-controlled semi truck) managing to escape from them offscreen even though the player had already disabled most of the truck's functions by that point.
  • Given Name Reveal: In The Spy and the Liar, while partially garbled, the Handler's post-credits "Operation: Rising Phoenix" after-action report to the Universal Agency Board of Directors reveals that his first name is Mason. However, this seems to be an alias, as in Cog in the Machine, a framed photo can be found of him in the office used for the mission clear screens, revealing his name to be Reginald Crane. Prism also refers to him as Reginald during "Operation: KBOOM".
  • The Knights Who Say "Squee!": He is very excited to be attending a John Juniper performance as part of the second game's first mission. He's consequently very jealous when the Agent gets to take Juniper's private plane for an in-person meeting, and heartbroken when it turns out Juniper is working with Zoraxis.
  • Mission Control: He serves this role for the Player Character, giving them pre-mission and post-mission briefings and providing intel and hints throughout the mission.
  • Mission Control Is Off Its Meds: He's impersonated by John Juniper during "Operation: Safe and Sound" in The Spy and the Liar.
  • Voice with an Internet Connection: The Handler is never seen in-person, but maintains contact with you through radio/earpiece. They actually do get involved in the third game's third mission, but they spend the entire thing driving a van that you can't see into. Subverted in Cog in the Machine, where a couple photos of him can be found during and after some missions.

Zoraxis Industries

    Dr. Zor 
Corporate billionaire by day, underhanded villain by night, Dr. Zor is the CEO of Zoraxis Industries and the mastermind behind the plots for world domination headed by their company.


  • Ambiguous Gender: Their gender is never explicitly confirmed by any of the three games, and every time they speak from the second game onwards gives them overlapping male and female voices.
  • Arms Dealer: Amongst Zor's various dealings are weapons and warships.
  • Big Bad: As the head of Zoraxis Industries, Zor is the one behind all of the schemes that the Agent is tasked with thwarting.
  • Cool Car: The Zoraxis Model Z from "Operation: Friendly Skies", which is modelled after a 1925 Rolls Royce Phantom I Jonckheere Coupe. In addition to being a high-class automobile, it is equipped with a good amount of high-tech weaponry that the agency wants to poke at.
  • Corrupt Corporate Executive: Publicly, Zor is the head of Zoraxis Industries, which with its diverse lines of productions including clothes, household products and other goods and services that they use as a front for their various criminal activities.
  • Man of Wealth and Taste: Though never seen in person, Zor is described as being a man of a certain social status in "Operation: Friendly Skies". The imagery is furthered by the fanciful hunting lodge in the Alps from "Operation: Winter Break".
  • Morally Ambiguous Doctorate: One of the voicemails mentions that Zor has a patient, likely making them a licensed medical doctor.
  • Take Over the World: In addition to manufacturing a wide variety of products, Zoraxis dabbles in world domination.
  • The Unseen: Zor has yet to make a public appearance in-game.
  • Villain Takes an Interest: By the end of The Spy and the Liar, Zor is keenly interested in Agent Phoenix after they foil his latest scheme to kidnap the heads of states and launch nukes on the world.
    Dr. Zor: If you survive this, agent, I shall be in touch.
    • Clues throughout the third game imply that the reason for this is that Dr. Zor was the Agency's former head field agent before being Left for Dead because they expected them to die and deciding to get revenge.
  • Villain with Good Publicity: Dr. Zor is apparently a corporate billionaire by day. Zoraxis even has their own radio station, which you can tune into while in your van in The Spy and the Liar. This comes to an end after imprisoning the heads of state and threatening to launch nukes, and all four corners of the earth now have Zoraxis as persona non grata.
  • Voice of the Legion: Zor's voice is distorted when directly addressing Agent Phoenix at the end of The Spy and the Liar, as well as at the end of Cog in the Machine. It is constantly shifting between male and female voices, completely hiding their identity.
  • Wham Line: At the end of the third game, Dr. Zor drops a hint to their backstory.
    Dr. Zor: Believe me when I say there's nothing in the agency worth saving. I would know. Be seeing you.
  • Wicked Cultured: Zor's hunting lodge in the Alps from "Operation: Winter Break" gives the impression that the good doctor enjoys the fanciful trappings of high society.

    Commander Solaris 
The commander of the orbital station/superweapon that the agent attempts to infiltrate during the last mission of the first game.
  • Boring, but Practical: Appears to be a believer in this trope, as she mistakes a mundane bolt driver for a blaster of her design; the tool in question is of a very no-frills construction.
  • Face Death with Dignity: She gets the final line of the first game.
    Solaris: Be seeing you, Agent.
  • Final Boss: Technically, she's the final obstacle in Agent Phoenix's way in the first game, and the one manning the arm that throws radioactive materials at their shuttle.
  • Spanner in the Works: When the Agent arrives at the Death Engine satellite, she calls Dr. Zor to confirm the personnel shuttle's arrival... and promptly realizes that they're not a Zoraxis employee sent to assist.
  • Surrounded by Idiots: Her reactions to the Agent fumbling around in the shuttle before she finds out their identity (and some even after) imply that she's not unfamiliar with incompetents on the Death Engine
    (if the player turns off the power) Do keep in mind that shuts off life support as well.
    (if the player tries to use the toilet without activating airlocks) Well, if the toilet is giving you trouble, I'm not sure what hope you've got.
    (if the player puts on a space helmet)' Did you really forget to bring a space helmet? TO SPACE?!

    The Fabricator 
A gadgeteering villain that work for Zor.
  • Co-Dragons: With John Juniper in the sequel. She's more or less operating as Zor's sole dragon in the third game, as Dr. Prism and the Fabricator don't interact, at least not in a two-way sense.
  • Evil Genius: She seems to handle a lot of the inventing that Dr. Zor can't do on their own.
  • I Warned You: One of her joys in life is taunting John Juniper over his pre-mature victory celebration.

    Zor's Henchmen 

Dr. Daniel Sans, Charlie Caliente, Hivemind, Professor X-Ray

Various minor henchmen who serve Zoraxis Industries in its evil endeavors.


  • Bee-Bee Gun: One of Hivemind's specialties, which he'll unleash upon Agent Phoenix in the first game.
  • The Cameo: Though they only show up in the first game, the third game references Charlie Caliente and Hivemind in environmental details.
  • Kill It with Fire: Charlie Caliente's specialty, which he'll use to roast Agent Phoenix in the first game.
  • Memory-Wiping Crew: The other of Hivemind's specialties, as a whiteboard in one of Zoraxis's labs says for employees to call Hivemind to schedule a mind wipe.
  • You Have Failed Me: Professor X-Ray was made a victim of this in Dr. Zor's boardroom as a team-building exercise.

    Ollie 
A Zoraxis employee working on Zor's underwater base who mistakes you for a fellow employee during the events of the third game's fourth mission.
  • Conditioned to Accept Horror: Introduces himself by venting out the toxic gas from a trap in your room with the comment "Zoraxis onboarding is tough!". Also has a pretty casual reaction to the appearance of the mind-controlled giant squid that acts as the base security system, even after implying that it regularly tries to attack actual employees.
  • Left for Dead: The sole remaining employee in Zor's ocean base in the third game after the entire facility was evacuated. Zor told Ollie to wait behind until relief arrived (not intending to send any) and keep Dr. Prism out in the meantime. He admits he ran out of food a few days ago.
  • Token Good Teammate: Nothing but polite to the player and has no ill will against anybody. Given that this takes place after Zoraxis was outed as a front for a maniac's world domination scheme, it's a wonder why he works for them (then again who knows how long he's been stuck in that underwater base).
  • Minion with an F in Evil: Says he joined Zoraxis to try to do some good in the world.
  • Uncertain Doom: After you trigger the emergency protocols in the underwater test base in the wake of the KBOOM protocol, Ollie's escape pod unlocks and he departs the base. Given how reliable Phoenix's pod was...

Others

    John Juniper (UNMARKED SPOILERS) 
Voiced by: Wil Wheaton, Puddles Pity Party (Intro Credits)
Artist, director and visionary, John Juniper is a highly trained Hollywood actor and wealthy celebrity. In addition to this, he serves as a member of Zoraxis Industries, helping them further their scheme to kidnap and replace the leaders of the four major world powers.


  • Alliterative Name: John Juniper.
  • Bad Boss:
    • During "Operation: Party Crasher", the agent poses as Juniper's butler by sending him wine via a dumbwaiter. If the agent repeatedly messes up, Juniper orders the wine cellar gassed to kill his incompetent butler.
    • John Juniper orders his guards to gas the wine cellar and throw grenades in it to kill the agent, fully aware that his butler Gibson is being held captive within along with them. This causes Gibson to turn on him, revealing to the agent that the heads of state are still alive.
  • Becoming the Mask: His signature tradecraft, which he describes as immersing himself in a role for weeks prior to walking on a movie's set. It’s what makes him such an efficient impostor for the state leaders, aided by the Mimic Masks the Fabricator gives him.
  • Berserk Button: He does not like it when people touch or wear his masks. He very nearly breaks his cover of "amicable celebrity witness" on his plane if Agent Phoenix so much as breathes on his mask. If he sees you wearing one in "Operation: Party Crasher", he flips out.
    John Juniper: Are you wearing one of my masks?!?
  • Broken Pedestal: For Agent Phoenix's handler, who is a massive fanboy right up until Juniper turns out to be working with Zoraxis.
    Handler: (sigh) Never meet your heroes, Agent.
  • Co-Dragons: Along with the Fabricator, the two report to Zor on the operation to kidnap the world leaders.
  • Disney Villain Death: He's dropped from the catwalk he's hanging onto after being shocked by his mask.
  • Hair-Trigger Temper: Juniper has a relatively short temper, and gets irritated easily when he doesn't get his way. This is most notable in "Operation: Party Crasher", where he had little tolerance to wrong items being sent in the dumbwaiter and orders the wine cellar gassed to kill his incompetent butler if the agent messes up one too many times, and in "Operation: Jet Set", where he repetitively gets frustrated by the agent thwarting his attempts to kill them before slipping back into his charismatic self.
  • The Heavy: While Zor is ultimately the one pulling the strings, Juniper is the one who carries out the operation to capture and impersonate the heads of states, and he is the one whom Agent Phoenix primarily clashes with throughout The Spy and the Liar.
  • His Name Is...: He's starting to try to bargain information on Zor in exchange for his life when Zor, who is listening in quite intently, has him killed by the Fabricator.
  • Hoist by His Own Petard: The Mimic Mask has a kill switch built into it, which is activated to electrocute Juniper and drop him to his presumed death.
  • Humiliation Conga: "Operation: Party Crasher" can easily be one for him. You knock out his butler, ruin his party, make fools out of his security team by killing them with his own gas security system, freaking them out over a fake Agency attack, can scare them by telekinetically returning their grenades to them, and can use the dumbwaiter to send said grenades to blow up his castle's study, ballroom, and billiards room. To add insult to injury, Juniper personally hands you the nuclear briefcase through the dumbwaiter, thinking you're his butler, and to add insult to injury you can be wearing one of his masks when he comes to confront you, which pisses him off even further. And for the cherry on top, his disregard for said butler leads Gibson to tell Agent Phoenix that the heads of state are still alive.
  • Improbable Aiming Skills: Zigzagged example. During the final confrontation with Juniper in "Operation: Rising Phoenix", trying to pick anything up with telekinesis will result in him shooting it out of your grasp. Despite this, he won't be able to get a bullet around your defenses into your head.
  • It's All About Me: He's very arrogant and egotistical, thinks of himself as "the world's greatest actor" and thinks that the Agent is an “extra, trying to upstage the star” and that he's the one running the show.
  • Mad Artist: He is a globally-renowned actor and director, and yet that is not enough for his ego. He has no actual profit motive for his actions; Juniper's main motivation for working under Zor is to conclusively prove that he is the greatest actor the world has ever seen, primarily through impersonating famous heads of state and stealing the nuclear launch codes of their countries.
  • Mask of Power: The Mimic Mask from The Spy and the Liar is a hi-tech device that perfectly copies the facial appearance and the voice of another person. It’s the reason the state leaders are professing support for Zoraxis despite their actual views; because it's not actually them. It was John Juniper impersonating them, while the actual state leaders were kidnapped by Zoraxis.
  • No-Nonsense Nemesis: Juniper's first attempt to dispose of the agent involves a number of traps he left on his plane relying on their current trust in him, and set up a contingency in case the Agent didn't die by directing the plane to a Zoraxis facility. When those fail and his allegiances are revealed, he launches a missile at the plane. In his final confrontation with the agent, he tries to gun them down. He admits that he would've just had the agent killed in "Operation: Safe and Sound", but Dr. Zor insisted on the Death Trap.
  • The Prima Donna: Arrogant, egotistical and vainglorious, he's shown to be difficult to work with behind-the-scenes.
  • Smug Snake: Juniper thinks of himself extremely highly, calling himself "the world's greatest actor" and having high faith in his scheme. Even when he's hanging by a catwalk, he still thinks that he's running the show. Zor shows to him how wrong he was.
  • Surrounded by Idiots: In "Operation: Party Crasher", Juniper will demonstrate his low opinion of his security forces if the agent returns one of the grenades they toss them through the wine cellar hatch.
  • Uncertain Doom: He was last seen dropped off a catwalk several stories high in the Zoraxis Defense headquarters, which was destroyed shortly afterwards when Agent Phoenix disarmed the nuclear missle. While Juniper is presumed deceased, it should be noted that no dead body was seen and that Agent Phoenix survives the same event.
  • Villains Want Mercy: Hanging on the edge of a catwalk after being outwitted by Agent Phoenix, he tries to beg for mercy and bargain information on Dr. Zor in exchange for his life. Zor doesn't give him the chance.
  • Villain with Good Publicity: He's a well-regarded actor whom even the Handler admires. The Handler is not pleased to find out that Juniper is working with Zoraxis.
  • Walking Spoiler: Talking about Juniper is difficult without divulging that he's working for Zoraxis Industries, which isn't revealed until partway through "Operation: Jet Set".
  • You Have Outlived Your Usefulness: The moment Juniper offers to tell Agent Phoenix who Dr. Zor really is, Zor commands the Fabricator to use John Juniper's mask to electrocute him and drop him from the catwalk he is hanging onto.

    Dr. Roxana Prism (UNMARKED SPOILERS) 
Voiced by: Daisy Lightfoot, Haley Reinhart (Intro Credits)
Former inventor for the Agency that Agent Phoenix is a part of and creator of the Agent's psychic implants, Dr. Prism is a rogue scientist hellbent on making robots that can put human agents out of business.


  • Batman Gambit: Pulls a brilliant one in "Operation: Blind Spot", carrying out a conversation with the robot inside that implies she is both overconfident and unconcerned about the security of the truck which is transporting kinesium. Once the Agent gets into the truck, it's revealed that Prism and the robot are sitting right up against the cargo door - which means the robot can leap right at Phoenix's car to try and kill him, while the Handler is left to try and pursue the truck itself.
  • But Now I Must Go: After saving you from the kinesium explosion in "Operation: KBOOM," you wake up on a beach where Roxana tells you over your earpiece that she had to leave you there to avoid getting spotted by the Agency. You can also see a set of footprints leading from you to outside the beach, presumably hers.
  • Contrasting Sequel Antagonist: She contrasts with John Juniper in several different ways:
    • Both are at opposite ends of the Technician Versus Performer spectrum - being an actor, John is obviously the Performer, while Dr. Prism's scientific pursuits establish her as the Technician.
    • John is quite horrible to his own servants and henchmen, while Dr. Prism treats her robots and even living Zoraxis personnel with respect and encouragement.
    • John remains an antagonist until the very end of his game, while Roxana decides to turn against Zor and assists Agent Phoenix during the finale.
    • Both are subjected to a disposal by Dr. Zor, but while John probably doesn't survive the events of his game, Dr. Prism survives hers.
  • Emotions Versus Stoicism: The big contrast Roxana learns in "Operation: KBOOM." She herself admits that her robots would have left her to die, rather than using the bucket to hoist her cabin back up.
    Roxana: Why did you save me?! Saving me makes no sense! My robots would never do that! I programmed them to-! I programmed them to follow orders no matter what! They would have... they would have let me die.
  • Enemy Mine: After realizing that Zor was taking advantage of her and her kinesium experiments in "Operation: Cold Shoulder," she sets off to take down Zor alone at first, before Phoenix intercepts her and they form an unsteady truce.
  • Fire-Forged Friends: With Agent Phoenix. After the Agent saves her from dying in "Operation: KBOOM," they become allies in the final move to take down Zor.
  • The Heavy: Her actions are driving the plot in the third game, at least initially.
  • Heel–Face Turn: A very slow one. She is heard being a lot more compassionate with her lackeys than Juniper before her, and Ollie comments on it during "Operation: Hot Water." It finally happens over the course of "Operation: KBOOM."
  • Holographic Terminal: She appears in one to Agent Phoenix, briefly threatening them with a monologue about how people will see the superiority of her robotic agents once Phoenix is dead.
  • Mad Scientist: Abandoning her former job and trying to invent a type of robot that can kill her former employer's best agent is definitely not the behavior of a sane scientist.
  • A Mother to Her Men: Roxana dearly cherishes her robots, never losing her temper with them in spite of their incompetence, and always encouraging them. Their destruction at Zor's hands ultimately crushes her, and is what spurns her to ultimately turn against Zor.
  • My God, What Have I Done?: After the kinesium explosion at the factory, she realizes why Zor wanted her help: Not to support her, just to learn how to destabilize kinesium. Knowing that Zor's plans can have catastrophic results, she decides to try and stop Zor's plans alone.
  • Opaque Nerd Glasses: She's always seen wearing opaque glasses, including when she's building things and even in the photographs taken of her from years ago that you can find in.
  • The Perfectionist: Implied, if the opening credit song is anything to go by. She can be heard singing about how she's tired of building things that are "good enough," and that she has "unbreakable rules to break."
  • Robot Master: Her main passion after she went off the deep end.
  • Self-Serving Memory: Her dialogue throughout the game paints a picture of the Agency betraying Dr. Prism, and she openly compares them to Zor after the kinesium explosion at the factory. The audio logs available from the robot trophies throughout the game reveal the truth: after seeing the agent mortality rate, she proposed a robotic work force and had a disastrous demo with pre-kinesium robots. Director Morales tried to convince her to focus on her work that works, and Prism stormed off.
  • Surrounded by Idiots: All of the robots that she is seen with seem to have the same level of intelligence, and don't seem to adapt to Agent Phoenix's battle tactics past the modifications that Prism makes for them.

    Roxana's Robots 
  • Adorable Evil Minions: They may not be the cutest-looking, but their mannerisms of being earnest, funny, and friendly makes them incredibly adorable.
  • Affably Evil: They may be working for Roxana, but they are incredibly friendly to you, apologizing for the fact you have to die and promising to uphold your legacy when they take your place as agents.
  • Casual Danger Dialogue: When fighting Agent Phoenix, they never drop their casual attitude, even as they try to blast them with their chest lasers.

    The Phantom 
A strange character of ambiguous alignment who leaves medals for Agent Phoenix to find in the third game.
  • The Ghost: The closest they get to making an appearance is leaving a note for Phoenix to find once they collect all seven Phantom Medals.

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