Agent 33

"I didn't have a purpose before. I was lost, now I'm happy to comply."

- Agent 33

Kara, better known as Agent 33, is a former S.H.I.E.L.D. agent who was brainwashed by Daniel Whitehall into serving HYDRA until his death, after which she allied herself with Grant Ward, who helped her to regain her identity and her freedom. She also gained limited shapeshifting abilities via an upgraded Photostatic Veil.

Recruiting Agent 33
"I will never work for HYDRA!"

- Agent 33

Agent 33 was a brave and highly regarded S.H.I.E.L.D. agent. After the fall of S.H.I.E.L.D. by HYDRA, Phil Coulson, the director of new S.H.I.E.L.D., took a trip in order to ask Agent 33 to return to the organization. He returned to the Playground empty-handed and explained to Melinda May that S.H.I.E.L.D. and HYDRA were competing for the same candidates. Meanwhile, Agent 33 was kidnapped by Sunil Bakshi and taken to HYDRA leader Daniel Whitehall. Whitehall used the Faustus method to brainwash her into serving HYDRA. He spoke to her in a hypnotic tone, inviting her to submit. Although Agent 33 was able to withhold being brainwashed by Whitehall, she was eventually broken and surrendered to Whitehall, becoming loyal to HYDRA. She delivered some papers to Whitehall and said she was happy to comply.

Words of Creation
"I won't go down easily." "That makes two of us."

- Agent 33 and Melinda May

Not long after, she assisted Sunil Bakshi in his mission to retrieve a painting which had the Words of Creation on its back and to capture Phil Coulson to help in the translation. While in their hotel room, Melinda May attacked her and Bakshi, but was tased to unconsciousness by Agent 33. She then took some of May's clothes, and used a Photostatic Veil to look like May. While tricking Coulson into going to the hotel room, she also managed to plant a virus on the Bus in an attempt to destroy it. However, Coulson began to suspect that this was not the real May, and in a test, tricked her into saying that she would like to drink coffee with him, despite that May hated coffee. A fight broke out between Coulson and Agent 33, which was soon interrupted by the real May. The real May had a fight with the false May, while Coulson chased after Bakshi. After a prolonged fight, the real May won by electrocuting Agent 33's face with a lamp cable.

Pursuing Raina
"Ward's mission was a success. He has Raina. But there was a complication." "Go on." "He also took a hostage from the plane. The S.H.I.E.L.D. agent named Skye. He said it was an insurance policy." "Really? How curious. I'll have to ask about that when we join him."

- Agent 33 and Daniel Whitehall

Agent 33 found herself unable to remove the burnt Photostatic Veil from her face and her voice became similar to Melinda May's but with a computerized sound.She went to Vancouver and sat quietly in a coffee shop tailing Raina. Raina approached her, thinking she was May in sunglasses, when she told Raina that Daniel Whitehall wanted her. Raina ran away and seemingly vanished before HYDRA could capture her.

It was learned that Raina had been rescued by S.H.I.E.L.D. and when Raina and Skye exited the S.H.I.E.L.D. Safe House, Agent 33 had a prolonged fight with the S.H.I.E.L.D. agent. Eventually Agent 33 managed to gain the upper hand, before she could kill her however, Skye was assisted by Lance Hunter who knocked out Agent 33. As Melinda May extracted Raina, Agent 33 called Whitehall and informed him that Raina had a tracker on her. Later, she met with Whitehall and informed him that Grant Ward successfully captured Raina, but he also obtained Skye from the Bus, promising that the four HYDRA Quinjets surrounding it would not fire if she came willingly. Whitehall told Agent 33 that Ward did not have the authority to make such a promise and commanded her to order an attack.

Battle for the Kree City
"So you're free" "I don't know what to do."

- Grant Ward and Agent 33

Agent 33 and Daniel Whitehall arrived to the Ponce de León Theater in San Juan, Puerto Rico, where Whitehall had a meeting with Raina, Grant Ward, Skye, and Calvin Zabo to learn the motives of Ward for not destroying the Bus as he was ordered. Agent 33 was among the HYDRA operatives that held them at gunpoint. Skye lifted the Diviner as Whitehall commanded and was unaffected, but she used it to kill a guard. When a mutiny began between the attendees and the guards, Agent 33 protected Whitehall until it was quelled. Ward and Skye were bounded and Zabo was paralyzed. She was guarding Ward who asked her her motives for working with HYDRA. Agent 33 told him to be quiet during his talk.

Phil Coulson led a S.H.I.E.L.D. team into the theater where they were located. As Agent 33 heard the gunfire, she went to fight. While Coulson and Zabo were arguing about Coulson preventing Skye's father from killing Daniel Whitehall because Coulson killed Whitehall himself, Agent 33 arrived shooting at them. She stopped shooting when she discovered Whitehall's dead body. Realizing that without Whitehall she did not know what her objectives were, she returned to Grant Ward to find him shot. He convinced her that she was now free from HYDRA and she helped him to leave the scene.

Getting Revenge and Her Face Back
"You are the only one who can find yourself."

- Grant Ward

After saving Grant Ward's life, they spent the next few weeks together as she treated his wounds and nursed him back to health. Agent 33 developed a strong attraction to Ward and Ward felt he now owed a debt to Agent 33. They were able to track down the inventor of the Photostatic Veil in a diner. Agent 33 still struggled to make any decisions for herself, as was proven when the waitress Rhonda asked her what she wanted to eat and she was unable to give an answer. When the inventor tried to leave the diner, the pair drew their guns and kidnapped him. They brought him back to their hotel room where he began working on the damaged Veil on Agent 33's face. He was able to get it working again so she could change her appearance; however he was unable to remove it. Selwyn told her that changing to a male face was not recommended, because it would not be believable. Once he was finished, Ward killed him to ensure he did not tell anyone about them. Agent 33 began changing her face to give herself a new appearance, but she remained unsatisfied. After Ward returned from a mission, she tried to seduce him by changing her appearance to look like Agent Skye. His rejection deeply hurt Agent 33, but Ward insisted his reasons were because he wanted to be with her, not Skye, for whom he had lost feelings after she shot him. Ward then tried to cheer Agent 33 up by handing her Sunil Bakshi's file and explaining that together they would find and punish him.

Agent 33 used the disguise of Carla Talbot, wife of General Glenn Talbot, to gain entry to the military base where Bakshi was being held. As she traveled through the base, she changed her appearance several times, disguising herself as other military women at the base and managed to turn off the security cameras. When Talbot learnt of what was happening, he ordered all female staff to report to a meeting room, Agent 33 was able to kill a shorter male soldier and take his appearance. She gave Ward access after he had killed the security guard. Together they located Sunil Bakshi in his cell. At first Bakshi was delighted, believing Agent 33 was still loyal to HYDRA; he was however shocked to find she was now working with Ward, who had previously betrayed him. Realizing that Agent 33 had also betrayed HYDRA, Bakshi tried to use a catchphrase to reactivate Agent 33's brainwashing, but she ignored him and instead punched him and knocked him out. She and Ward left the facility with Bakshi in a wheelchair. Once back at the hotel room, Agent 33 was able to turn off the mask, revealing her true scarred face. Ward formally introduced himself to her and she, understanding his gesture and hugging him, introduced herself as Kara. She then turned to Bakshi, who was tied to a chair and undergoing the Faustus method to be brainwashed. Bakshi asked her if his compliance would be rewarded; she cruelly told him it would not. Kara and Ward then went to Tijuana, Mexico. Kara called her mother after she received a photograph of herself, and her mother told her that men called for her. Kara tried to flee, but Phil Coulson and Michael Peterson surrounded her; Coulson used her phone to call Grant Ward.

Personality
Agent 33 was a very strong willed individual, able to withstand the Faustus method that Daniel Whitehall performed for an extended period of time. However, after having the Photostatic Veil permanently implanted, Agent 33 became blindly loyal to Whitehall until his death, even to the point of fear, where any failure on her part was met with an immediate apology.

Powers

 * Shapeshifting: Thanks to Selwyn's upgrades to the Photostatic Veil, Agent 33 can now imitate the facial structures of any person she chooses. This is done by an optical scanner built into the veil, which photographically copies a person's face before morphing into an exact replica. On a negative side, this process can only imitate appearance, not voice, and the optical scanner can only duplicate three images within a given time frame. Given her hair and her facial structure, Agent 33 has difficulty transforming her face into males; they appear too feminine to be believable.

Abilities
"I know all your moves, I was once S.H.I.E.L.D."

- Agent 33 to Melinda May


 * Master Martial Artist: Agent 33 was an excellent fighter skilled in hand to hand combat. She was able to give Melinda May a good fight.
 * Master Acrobat: Agent 33 displays excellent acrobatic skills, as she is able to match with Melinda May.
 * Expert Marksman: Agent 33 kept a handgun as her sidearm during her missions for HYDRA, and was about to use it to kill Skye when she defeated her, and only failed due to Lance Hunter tackling her prevented it. She also used it during the Battle for the Kree City inside the Ponce de León Theater in Puerto Rico before Whitehall died and she lost her purpose to fight.
 * Master Spy: Agent 33 was able to impersonate Melinda May for an extended period of time, and only Phil Coulson, who had known May for years, was able to tell the difference. She also shown this ability while infiltrating in Glenn Talbot's military base in Washington, D.C.

Faces of Kara
Agent 33 has taken many disguises using the Photostatic Veil.

Weapons

 * : The standard side-arm used by HYDRA security officers. Agent 33 was issued one of these guns and used it during her attempt to kidnap Raina from a S.H.I.E.L.D. Safe House in Vancouver and during S.H.I.E.L.D.'s attack to the Ponce de León Theater. She continued to use it after leaving HYDRA and joining Grant Ward, such as when thet kidnapped Doctor Selwyn.
 * : Agent 33 used this weapon to stun Melinda May during her first fight against her in Miami, seizing an opportunity to attack her while May was distracted by Sunil Bakshi, who was disguised as General Glenn Talbot using a Photostatic Veil.

Family

 * Mother

Allies

 * S.H.I.E.L.D. (First Incarnation) - Allies until disbandment
 * Nick Fury - Director
 * Maria Hill - Deputy Director
 * HYDRA - Enemies turned Allies (while brainwashed)
 * Daniel Whitehall † - Superior
 * Sunil Bakshi
 * Grant Ward - Lover

Enemies

 * S.H.I.E.L.D. (Second Incarnation) - Allies turned Enemies (while brainwashed)
 * Phil Coulson
 * Melinda May
 * Skye
 * Lance Hunter
 * Raina - Retrieval Assignment

Appearances

 * Agents of S.H.I.E.L.D.
 * Season Two
 * Making Friends and Influencing People
 * Face My Enemy
 * Ye Who Enter Here
 * What They Become
 * Love in the Time of HYDRA
 * The Frenemy of My Enemy
 * The Dirty Half Dozen
 * Scars
 * S.O.S. Part One
 * S.O.S. Part Two

Trivia

 * In the comics, Agent 33 is a minor character, whose full name is Kara Lynn Palamas. She recruited Hercules in order to fight Ares and the Warhawks.
 * Phil Coulson considered Agent 33 to be one of best and brightest of S.H.I.E.L.D.
 * Agent 33 is the first character shown to go through the Faustus brainwashing process on screen.

Behind the Scenes

 * Despite Ming-Na Wen portraying the character in her appearances in the episodes Ye Who Enter Here and What They Become, Maya Stojan continued to voice the character, mixing the voices of the two actresses.