Ryan Fee became one of the best poker players on the planet by honing his craft online. He earned a mainstream poker following, however, by founding Upswing Poker – a training site created by Fee, Doug Polk and Matt Colletta.

Fee and Polk are the prominent faces of the site and are both successful, high-stakes poker pros over the last decade. They know each other from gaming ventures before poker, but if it wasn’t for Polk trolling a poker forum in 2008, the two may have never become friends.

“Doug hates this story,” said Fee. “But I think it’s hilarious. Let me give you a little back story on this. In high school, Doug got in an argument with a statistics teacher about Martingaling. He thought he solved it and that was it. Boom. Gambling was done. He was just going to take 100 bucks, go start betting 1 dollar on black jack and then just be a millionaire.”

Polk posted a story in a prominent online poker forum about how he gambled away his bankroll using the Martingale system. Having already had some history with Polk in other games, Fee felt compelled to help his fellow gamer and up-and-coming poker pro.

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“He’s like ‘I thought that could never happen.’ Blah, blah blah,” said Fee about Polk’s post in the forums. “I see this thread and I send him a message. I’m like ‘Hey man. I used to play you in Warcraft III. We got to stick together.’ So, I’m like ‘I’ll send you 250 bucks. And I’ll give you some coaching. And try to get you back on your way here.”

After that the two became close friends and kept in touch online for the rest of the year while Polk used the money to grind up a roll playing .10/.25 No Limit hold’em. They met up in Las Vegas in 2009 and spent some time living and grinding up the stakes together. A couple years later, however, Fee found out that the story that created their friendship was completely fabricated.

“I was stunned when I heard this,” said Fee. “That the story he made up about him Martingaling his roll away in college. [It was] completely made up. Didn’t happen. That was the basis for our friendship, so I’m glad he did it. It worked out for both of us.”

The two laughed and joked about the story. It never affected their relationship. Fee chalks it up to how easy it was to pull the wool over people’s eyes back in those days.

“So, there was wild shit happening, people posting on the forums, and it would be real,” said Fee about the state of online forums in ’09. “Sometimes it would be bullshit and it was like hard to tell. Whereas, like now, you pretty much always know if somebody’s real or full of shit. It just wasn’t like that 10 years ago.”

It wasn’t very long after the two became very close and rapidly moving up the stakes of the online cash game world that Black Friday happened. Like many young online grinders living in America at the time, the duo hit the road and spent most of the time out of the country playing online.

After spending several years on the road in Canada, Europe and Southeast Asia, Fee felt like a change of pace was needed. He wanted to come back to the United States. Both him and Polk had already beaten the highest stakes that were being offered online at the time, so they decided to come back to the U.S. and take a shot at playing live tournaments.

“From 2011 through ’13, so for three years I was on the road the whole year basically,” said Fee. “I was just sort of like ‘Dude, enough is enough of this shit, right?’ So, I was like ‘I’m just going to sort of change pace.’ And that went into me playing tournaments. In 2014, I played all the tournaments. The majority of my tournament results come from that year.”

A year of grinding live tournaments was enough for Fee. Neither him or Polk had any real desire to travel again for online action and they didn’t want to grind live tournaments full time. They decided to move in a different direction.

Upswing Poker was born.

“Upswing started because of a guy named ‘Scubba,’ who some people may remember,” said Fee. “He’s an old school like legendary cap player.”

Steve ‘Scubba’ Cesaro was playing less poker at the time of Black Friday and moved into the business world after the U.S. government dropped the proverbial hammer on internet poker. He gave them the idea to start a training website, citing the inefficiencies in the current business models of training sites that were available.

“He was like ‘Yeah, they’re doing it all wrong. You’ve got to do it this way. If you do it this way, you’ll crush,’” said Fee. “We’d sort of done everything and honestly just looking for new challenges and wanted to spend more time in the U.S.”

Fee introduced Polk to Colletta and the three of them got working on developing their own training site. There was just one problem. None of them had any business experience.

“It was a good spot because we had all this poker expertise,” said Fee. “But we didn’t know anything about running the business, right? So, it was a spot where, and I think this is sort of true for a lot of businesses. You want to be an expert in one dimension of the business, right? So, for Upswing, we were expert poker players with a lot to offer. But we didn’t know much about the business.

“So, that was more of the learning process. Whereas now, if we’re going to do a business, we could do another poker business or we could so something tangentially related. Like something involving like the web based stuff because now we have that expertise. So, it’s learning and growing and stuff.”

With the business growing, Fee also grew as a person and, in his opinion, it’s a change for the better. Fee used to spend all of his time grinding out a win rate in front of a computer screen. Now, he’s building a more balanced and complete life for himself.

Fee, a Philadelphia native, picked up the game as a senior in high school. He had turned a $300 bankroll into a nice sum of cash by the time he was receiving his diploma. He spent a semester at Drexel University before taking a leave of absence to pursue the game full time.

He stayed on the east coast for a little while before making his way west to Vegas and California. He earned an LAPT title and a six-figure score just after turning pro, grinded up the stakes, playing the biggest games on the web, amassed over $3 million in live tournament earnings and even earned a WSOP bracelet with Polk in the $1,000 No Limit Hold’em tag team event last year.

Adding Upswing to his life made him a more well-rounded and happier person. He started making decisions on what made him happier as opposed to what was the most plus-EV.

“Upswing sort of comes first,” said Fee about balancing poker with his business. “That’s where I get the most joy and satisfaction. And you know what really it is? I think this almost goes back to being the philosophy of sort of teaching people versus keeping everything a secret. What I started doing was I just started making compromises for money.

“I was like ‘Yeah, this isn’t going to make me as much money, but it’s going to make me happier.’ And that was honest. I had like a real epiphany last year about that. So, now most of my decisions center around what ads to the greatest life satisfaction rather than what makes the most money.”

Fee realized that he was traveling around the world playing online poker, making a lot of money by anybody’s standards, but he was miserable while he was doing it.

“I would go to great places, then I would be sitting on my computer 10 hours a day, waiting for a fish to log on and play me,” said Fee. “Or like wait to get in good games or whatever. I’d be happy to take half as much money for ten times as much life.”

He’s only a year removed from his first bracelet win, but that won’t change Fee’s outlook when all of the tournaments get underway at the Rio. With the WSOP about to get underway, Fee is still content playing poker when he wants to and working on modules for Upswing.

“I think it’s really easy to get wrapped up and lost [in poker],” said Fee. “It’s something I went through and I think that’s why I sort of have that position.”