Agent 33

"Let him go, 33." "My name is Kara, and I don't work for you anymore."

- Phil Coulson and Kara Palamas

Kara Palamas, better known as Agent 33, was 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 a permanently implanted Photostatic Veil.

She was accidentally killed by Grant Ward when she disguised herself as Melinda May.

Agent of S.H.I.E.L.D.
Agent 33 was a brave and highly regarded S.H.I.E.L.D. agent. She had several encounters with Bobbi Morse during her time as an Agent and Morse developed a strong respect for her. 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 and they had beaten him to Agent 33.

Kidnapped by HYDRA
"I will never work for HYDRA!"

- Agent 33

While at her safehouse, Agent 33 was attacked and kidnapped by a team of HYDRA agents led 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, all while explaining the mentality behind working for HYDRA and promising her that her compliance would be rewarded.

Although Agent 33 was able to withhold being brainwashed by Whitehall for a long while, she was eventually broken and surrendered to Whitehall's power, becoming loyal to HYDRA. She began working as both a secretary and assassin for HYDRA, shortly after her braking, she delivered some papers to Whitehall and Sunil Bakshi, when Whitehall thanked her she told him she was happy to comply. After she left Whitehall and Bakshi commented on brainwashing other questionable HYDRA members and S.H.I.E.L.D. agents.

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, who had known May for many years, began to suspect that this was not the real May, and in a test, tricked her by flirtingly asking if she would like to drink coffee with him, despite that May hated coffee. When 33 said she would love to join him for the coffee, Coulson confirmed his theory and hit her in the face. A fight broke out between Coulson and Agent 33, which was soon interrupted by the real Melinda May who had escaped and rescued Coulson before 33 could strangle him.Oil Agent 33 began fighting with the true Melinda May, while Coulson chased after Sunil Bakshi, who was attempting to escape with the painting. Although the two agents were evenly matched for the majority of their prolonged fight, 33 managed to gain the upper hand and pin down May and attempting to cut her throat. May however was able to grab hold a broken lamp cable and pushed it into Agent 33's face and electrocuting her, causing the Photostatic Veil to permanently fuse to her face.

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 located and captured Raina from S.H.I.E.L.D., but he also taken the opportunity to kidnap Skye from the Bus, promising that the four HYDRA Quinjets surrounding it would not fire if she came willingly. Whitehall told Agent 33 that he had not given Ward this order and Ward did not have his authority to make such a promise and commanded her to order an attack. Without a second thought Agent 33 called for the Quinjets to destroy the Bus and kill all the S.H.I.E.L.D. agents onboard.

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 taken away and tied to chairs. Agent 33 stood guard over Ward as he asked her about her burned face and her motives for working with HYDRA. Agent 33 told him to be quiet during his talk.. When Whitehall arrived in the room Zabo went to attack him but was paralyzed. Agent 33 kept watch as Whitehall mocked both Zabo and Skye about his killing of Skye's Mother years before.

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, only to find him lying bleeding on the ground having been shot multiple times by Skye. 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. Ward and Palamas watched closely as Bakshi succumbed to the method and became blindly loyal to their orders.

Return to S.H.I.E.L.D.
Kara Palamas and Ward then went to Tijuana, Mexico. Palamas called her mother to thank her after she received a photograph of herself, helping her to reprogram the mask to return it to her original face. During the conversation her mother told her that men called for her. Knowing that the men were either S.H.I.E.L.D. or HYDRA, Palamas attempted to flee, but Phil Coulson and Michael Peterson surrounded her; Coulson used her phone to call Grant Ward and asked him to come for a chat. While they waited for Ward to arrive, Peterson asked Palamas about her Photostatic Veil, looking for a method to hide his on facial scars. Ward eventually arrived, immediately checking if Palamas was hurt, he was then disarmed and sat with Coulson.

Coulson's Six
When Ward agreed to help Coulson to locate Baron Wolfgang von Strucker and rescue the enhanced individuals he was experimenting on, Palamas went with him to retrieve Sunil Bakshi. While Coulson and his team checking that the location was safe, she and Ward discussed their future together; Ward showed that he had bought a cactus for their home. She and Ward shared a passionate kiss in the car, before Deathlok told them to stop. They unlocked the boot of their car to reveal Bakshi and brought him to Coulson's Quinjet. The plan was arranged to send Bakshi and Deathlok into a meeting with Doctor List, who would be able to give them Baron von Strucker's location and unknowingly help them bring down HYDRA. When Bakshi revealed Ward's true orders to trade Deathlok for List's experiements in exchange for a meeting with Strucker, Coulson believed that Ward had betayed them. When the tensions rose Coulson, Lance Hunter and Ward aimed their guns at each other while Palamas held a knife to Leo Fitz's throat. Ward was able to calm the situation and Palamas released Fitz so he could order Deathlok to play along and not fight back. When List became aware of the location of an enhanced man he had been tracking, he rerouted his plane to go after him. Bakshi and Deathlok were sent in to hunt down the enhanced beings and Coulson went in with Ward, Hunter and Palamas to rescue them. A firefight broke out between S.H.I.E.L.D. and HYDRA, and Palamas was able to save Coulson's life with her quick reactions. During the battle Lance Hunter was shot in the shoulder and Palamas rescued him; with the threats incoming, Coulson ordered Ward, Hunter and Palamas to escape while he surrendered to the other branch of S.H.I.E.L.D. which was hunting them.

Recovery
While Phil Coulson was being question by S.H.I.E.L.D. on the Bus, Ward piloted the Quinjet, following close. While they flew, Ward suggested that Palamas should take the controls and he would teach her to fly, Palamas refused though. When Coulson was given premission to continue with their mission, Ward landed the Quinjet and they arrived at the Playground. Once there Palamas was reunited with Melinda May, who Ward assured her could be very friendly once you got to know her, and they were told they would be kept under armed guards at all times by Robert Gonzales. Ward told Palamas that he would be joining Coulson on their mission to attack Dr. List's HYDRA base and he wanted her to stay at the Playground to try and reconnect with her past after Daniel Whitehall had wiped her memories. Although she protested, wishing to join Ward, he managed to convince her to stay behind. While under examination, Palamas was visited by Agent Bobbi Morse. Morse explained that they had known each other while they were both working for S.H.I.E.L.D. and promised to help her with learning about her past, Palamas opened up and told Morse about her love for Grant Ward and promised they would see him for the man she knew. After the successfully mission to rescue the enhanced individuals from the HYDRA base, Phil Coulson's team returned without Grant Ward, who had chosen to escape. While Palamas searched the base for her lover, Coulson received a phone call from Ward explaining that he felt he was not the right man to help Palamas in her recovery. Ward asked Coulson to help her learn who she was and rebuild her life as a S.H.I.E.L.D. agent as she was a victim of Daniel Whitehall's experiments and deserved forgiveness.

Betraying S.H.I.E.L.D.
"Funny how you're so broken up about betraying HYDRA, because it seems you couldn't care less about what you did to me."

- Agent 33 to Bobbi Morse

Palamas continued to be tested by S.H.I.E.L.D. scientists Jemma Simmons and Leo Fitz and after many brain scans, they assured her that although she would still suffer from some memory loss, Daniel Whitehall's effect on her was gone and her mind was once again hers. She thanked the pair for everything they had done and told them that knowing that Sunil Bakshi was dead greatly helped more than anything with her recovery. While they were talking, the lights in the building began to turn on and off as Lincoln Campbell awoke from his coma.

As S.H.I.E.L.D. prepared for an attack from the Inhumans, Palamas was locked away. She was able to escape however and used the Photostatic Veil to take the identity of Melinda May again. She took control of a Quinjet and flew towards the Inhumans' base with Bobbi Morse. As they travelled together, Morse revealed to her that Alphonso Mackenzie had quit and they discussed who they would be without S.H.I.E.L.D., Morse being completely unaware of Palamas' presence. As Palamas put the Quinjet into autopilot, Morse questioned their location and so Palamas pulled a gun on her before revealing her true face. Realizing she had been fooled, Morse attacked Palamas and soon knocked her out. Moments later however, Morse was shot with an I.C.E.R. by Grant Ward.

The pair took Morse's unconscious body back on board the Quinjet and tied her up. Ward told her she had done well fooling every one at S.H.I.E.L.D., she told him that it was difficult to be away from him and asked why they could not kill Morse now. Ward explained that for them to get true closure, it would take time and work before they would eventually kill her. Palamas commented that Morse was beginning to wake up Ward fired three more I.C.E.R. shots into her chest.

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. Even after Whitehall's death, the brainwashing process was strong enough to hinder her making decisions for herself; however she showed proof of her strong will by deciding to find again herself with Grant Ward's help.

Despite being generally a kindhearted and caring person, as shown by nursing Ward back to health after Puerto Rico, Agent 33 has shown that she can also be very cruel and vindictive against her enemies, as when she subjected Sunil Bakshi to the same brainwashing procedure HYDRA had subjected her.

Having regained her memories, she seem to became very proud about her identity, correcting Phil Coulson immediately when he called her "Agent 33" rather than her real name, "Kara".

Powers
"Please. I know this is difficult, but look on the bright side; you can be anyone you want."

- Selwyn to Agent 33


 * 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


 * Expert Martial Artist: Agent 33 was an excellent fighter skilled in hand to hand combat. She was able to give the legendary Melinda May a good fight. She was able to defeat Skye, who was personally trained by May herself. She also held her own against the highly skilled Bobbi Morse.
 * 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.
 * Expert 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, and she also impersonated many military personnel to infiltrate Glenn Talbot's military base in Washington, D.C.
 * Expert Pilot: While in mission with Coulson's Team, Grant Ward jokes with Kara about teaching her how to pilot, this is however later revealed to be a red herring as Agent 33, posing as Melinda May, was able to pilot a quinjet during the kidnapping of Bobbi Morse.

Faces of Kara Palamas
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. 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 Brigadier General Glenn Talbot using a Photostatic Veil.
 * : During S.H.I.E.L.D.'s attack to the Ponce de León Theater, Agent 33 holds this gun.
 * : The standard sidearm carried by S.H.I.E.L.D., Kara held it at Bobbi while kidnapping her.

Family

 * Mother

Allies

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

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.