The first time Michael Karloutsos visited the building he would eventually turn into Water Works Restaurant, he had to duck under police tape to get inside.

The year was 2004, and the gorgeous, Greek Revival structure had caught his eye as he drove down the Schuylkill Expressway. A recent transplant to Philadelphia, he wasn’t sure what the building was, but its columned facades immediately captured his imagination. Though already exhausted from a day at a King of Prussia bridal registry — “I was delirious from looking at forks for so many hours” — he apologized to his soon-to-be wife Anastasia, and made a turn off the highway to check it out.

When he finally got up close to the Water Works, he was underwhelmed.

“The place was an eyesore,” he told Billy Penn. “It was a place no one wanted to be. If you were there, you were probably doing something bad or illegal.”

He snooped around the near-abandoned building for a while, noting the beautiful Schuylkill River view and its proximity to both the Art Museum and Boathouse Row. And then he went back to his fiancée, full of ideas.

“Someone’s really got to do something there!” he told her. “It would be a great place to open a restaurant.” A political and government relations consultant, Karloutsos didn’t have an obvious background for a hospitality play, but he did have experience in getting deals done. He researched the Water Works, and discovered its rich history. That made its decrepit condition doubly shocking, especially when he learned about a movement during the Rendell administration to have the historic structure torn down.

He pitched the Fairmount Park Commission on the idea of soliciting bids from private investors to redevelop it, even taking then-executive director Karen Borski and Fairmount Park Conservancy board member Bobby Nix out to NYC’s restored Central Park Boathouse as a proof of concept. He won their support for his proposal, and then also ended up winning the redevelopment bid and opening Water Works Restaurant.

It brought the location full circle.

The Genesis (1812-1830)

Back when it first opened, the Water Works was the nation’s most ambitious public water plant.

By the late 1700s, Philly’s fast-growing population had outstripped the feasibility of wells as a water source, and so the Philadelphia Watering Committee turned to the Schuylkill River. A set of pumps were built at the end of Chestnut Street, but they weren’t able to keep up with demand.

An engineer named Frederick Graff was put in charge of the project. Choosing a site just below a rocky bluff known as “Faire Mount,” he designed a set of buildings with a dual purpose. A large and efficient pump house would send river water up to a 3-million-gallon reservoir at the top of the hill (where the Art Museum is now), and also form the grounds of a public park, where residents and visitors could take in the view.

Graff’s first buildings were completed in 1815, and the Fairmount Water Works commenced operation.

Attractive as the structure was from the exterior, its first few years were not that successful. The steam engines that pumped the water were both expensive and dangerous — between 1820 and 1821, three men were killed when boilers exploded. The Watering Committee landed on a solution: they would switch from steam to water power.

A dam was built to harness the river’s energy, and Graff constructed a giant mill house, where the rushing water would spin the turbines that would in turn pump the water up to the reservoir. The project was a success.

The Golden Age (1830-1865)

With giant new water-powered mills in place, the Water Works was actually making money instead of churning through it, and the city used the funds to improve the area. The engine house, freed of the need to burn through cords of wood, was turned into a saloon. Surrounding grounds were landscaped with gardens and and statues, gazebos and fountains. People traveled from around the world to see this impressive Philadelphia site that combined engineering with entertainment.

British novelist Frances Trollope compared the Fairmount Water Works favorably with those at Versailles, and Charles Dickens described them as “no less ornamental than useful, being tastefully laid out as a public garden, and kept in the best and neatest order.” Mark Twain, who was apparently a typesetter at the Philadelphia Inquirer for a couple of years, called the park “one of the nicest little places about,” with “the prettiest fountain I have seen lately.”

When Frederick Graff died in 1847, his son Frederick Graff Jr. took over as Water Works superintendent. He faced a new issue: the Schuylkill was becoming severely polluted. In order to stave off industry, he pushed for an extension of the public parkland that surrounded the original works, and advocated that the city buy up land along the riverbanks. His cause gained public support, and the Fairmount Park Commission was officially established in 1855 with the purchase of the Lemon Hill estate.

That’s right: Fairmount Park only exists because of the Water Works.

The First Decline (1865-1909)

Despite the popularity of the locale, attention devoted to the Fairmount Water Works and surrounding park began to suffer, mostly because of political upheaval. In 1854, the Consolidation Act extended Philadelphia’s borders far past William Penn’s original square, out to pretty much the borders we know today. City government became mired in a morass of battling factions, backroom deals and patronage accusations, and consideration of grand public projects dropped precipitously from elected officials’ minds… like we know today.

At the same time, the quality of the water continued to decline. Fairmount Park was successful in keeping the nearby banks open and free of industry, but the river was being sullied by dairy farms and coal mines much further upstream.

Engineers in the Philadelphia Water Department came up with a plan to purify municipal water by filtering it through giant sand banks, but between the rocky shore and the river, the Fairmount Water Works didn’t have room. In 1909, it was decommissioned, and the huge mills came to a grinding halt for the last time.

The Philadelphia Aquarium (1911-1962)

On May 16, 1911, Mayor John E. Reyburn signed an ordinance that paved the way for the defunct Water Works to be turned into a public aquarium. (A related ordinance gave the Fairmount Park Commission the right to demolish the reservoir at the top of the nearby bluff and erect an art museum in its place — which they did, taking design cues from the Water Works at the foot of its hill.)

A man named W.E. Meehan was appointed director of the new Philadelphia Aquarium. He was excited with the prospect of construction such a display — aquariums were not at all common for the time. Surveying the site, he realized the underground engine and mill rooms that had housed the Water Works’ machinery could just as easily house large illuminated tanks.

“[The rooms] were admirably adapted for the purpose,” he wrote in the 1913 edition of the Transactions of the American Fisheries Society, “requiring no radical structural changes.”

Working with a budget of just $1,500, he constructed several fresh-water tanks, and filled them with fish and other lake-dwelling animals. The initial exhibition was a wild success, drawing more than 260,000 visitors in its first year. A second room containing salt-water tanks with sea creatures was added, plus a foyer area filled with sea lions and seals (although they eventually had to be removed because the polluted river water was making them ill). By 1929, the Philadelphia Aquarium was one of the four largest in the world.

Soon after that milestone, however, the financial realities of the Depression and World War II began taking their toll on the aquarium, and in 1962, it shuttered for good.

The Pool (1963-1973)

After the aquarium, the below-ground rooms were briefly turned into an indoor swimming pool, thanks to funding from the John B. Kelly family, which is also responsible for the giant public pool that’s still in operation on the river’s west bank, next to Memorial Hall.

The Second Decline (1973-2004)

Crumbling infrastructure led to the closure of the Water Works pool, and the structure sat mostly empty and unused. There was a brief highlight in 1976, when, during the U.S. Bicentennial celebration, it was designated a National Historic Landmark. (It was also turned into a temporary sandwich shop to feed the tourists descending on America’s birthplace for its 200th year, and would have been an aerial cable car stop if Edmund Bacon’s idea to merge a world’s fair with the celebration had been pursued.)

For the next 30 years, the restoration of the Water Works was advocated by Susan Myers, a Main Line housewife who fell in love with the building at first sight, much in the same way Michael Karloutsos later did. Throughout the 70s, 80s and 90s, she championed it through a committee established by the Junior League of Philadelphia, and raised nearly $4 million for her cause.

The Interpretive Center (2003-Present)

Thanks to Myers, the Philadelphia Water Department was able to turn some of the below-ground space into an interactive exhibition called the Fairmount Water Works Interpretive Center. Free and open to the public six days a week, the center is used regularly for class trips and has been visited by 500,000 people over the past dozen years. Not as big a draw as sea lions, certainly, but better than nothing.

The Water Works Restaurant (2006-2015)

That “better than nothing” turned into something much more impressive when Michael Karloutsos finally opened his restaurant in the above-ground Water Works buildings. As he and his team retrofitted the interior space, the Fairmount Park Commission poured millions into revamping the park and gardens around it, constructing a walking path up through the rocks to the Art Museum above and resurrecting several fountains.

Karloutsos even launched a “water bar” with a list of over a hundred different bottles of water you could taste and choose from like wine. It might sound like excess now, but it was all the rage at the time — Donald Trump reportedly rang Karloutsos up to demand his bottled water label be added to the menu, and in 2006, Sylvester Stallone rented out the space to host the launch party for his bottled water brand “Sly.”

Thanks to the picturesque views, the space became one of the most sought-after wedding locales in the city, and it was also in high demand for corporate events — so much so that these happenings began to get in the way of regular restaurant operations. In July 2015, Karloutsos announced that Water Works would stop serving walk-in customers and be open for private and special events only.

“It made financial sense, because the fixed costs of catering make it a better business the unpredictability of a restaurant,” Karloutsos said. “But I lamented the shift, because I really wanted the building to be available to the public — I took great pride in bringing it back to that.”

He had never really wanted to be a restaurant operator in the first place, and so, after making the decision to go private, he made another decision: he would sign over his longterm lease to a new operator.

The Future

Although it’s no longer a place for the public to visit, the future of the Water Works looks good, because that new operator turned out to be Joe Volpe.

Along with his wife Andrea, Volpe runs the Cescaphe Event Group, which hosts more than 700 weddings and special events every year at some of the city’s most respected venues. If you’ve been to a party at the Atrium at the Curtis Center, the Down Town Club, Vie, Tendenza or Cescaphe Ballroom, you’ve experienced the Volpe hospitality show. Many of those locations are like the Water Works in that they’re historic venues that have been given new life.

“I go into these buildings and see the grandeur of the past, and what they were before, and it inspires me to bring life back into them,” he explained to Billy Penn. Though Volpe isn’t yet ready to reveal what renovations, if any, he has planned for the Water Works, he has high hopes.

“I met with a team of people in the Parks Department that truly love this building and really want the best for it,” he said, “and I want the same.”