"If Coulson sent her, it would seem he doesn't fully trust General Talbot."
"So what now? We have Dr. Whitehall's mission to complete."
"We need to send in someone Agent Coulson does trust."
Sunil Bakshi and Agent 33[src]

The Ambush at the Hotel La Ona was a trap set by HYDRA in order to obtain a painting and prevent S.H.I.E.L.D. from further deciphering the Words of Creation.


"I'm downtown at the Hotel La Ona. I'll see you there."
Sunil Bakshi as Glenn Talbot to Phil Coulson[src]
Coulson Equation

Phil Coulson carving for the first time

Phil Coulson began writing the Words of Creation sometime after the Battle at Cybertek.[2]

In Miami, Florida, Lewis Seaver carved the Words of Creation on the back of a painting at the Santa Maria de las Flores. Seaver was killed by Sebastian Derik who burned down the church where he worked. The painting was the only thing that remained unscathed.[3][4]

After the fire, the local parish held a fundraiser to raise funds to reconstruct the church. Coulson and Melinda May infiltrated the fundraiser in order to obtain the painting. As May scanned the room, she saw Brigadier General Glenn Talbot, unaware that it was really Sunil Bakshi impersonating Talbot with the use of a Photostatic Veil, and that he had already removed the painting. After they discovered the painting missing, Coulson and May were confronted by "Talbot", who invited them to his hotel room to inspect the painting.

While Coulson returned to the Bus, May went with "Talbot" to his hotel room where she was confronted by HYDRA recruit Agent 33. During their fight, May was distracted by "Talbot," allowing Agent 33 to taser her. With Agent May rendered unconscious, Bakshi and Agent 33 used the opportunity to copy May's face with the veil so she could impersonate the S.H.I.E.L.D. agent.


Agent 33 fighting against Phil Coulson

Disguised as Agent May, Agent 33 was able to place a virus in the Bus' systems, and asked Coulson to accompany her back to "Talbot's" hotel room. Before they entered the room, Coulson asked "May" to go out with him for coffee after the mission. When she accepted, Coulson immediately started to punch her, stating "May hates coffee". Their fight moved into Bakshi's room which provided May with the distraction she needed to break free from her restraints. Baskshi fled with the painting followed by Coulson, leaving May and Agent 33 alone in the room.[4]


"I lied. Working with you, whoever you are, not that fun."
"I won't go down easy."
"That makes two of us."
"I can't believe I'm the only one seeing this right now."
Phil Coulson, Agent 33 and Melinda May[src]

A disguised Agent 33 started to fight the real Melinda May in the Hotel La Ona hallway while Phil Coulson chased Sunil Bakshi for the painting. Bakshi called for an extraction but Coulson shot him in the back with an I.C.E.R. and retrieved the painting.

Agent 33 Burn

Agent 33's Photostatic Veil is fused to her face

Meanwhile, May kicked Agent 33 though the door and into the hotel room. Agent 33 told May that she used to be S.H.I.E.L.D. and knew her moves, but May responded with "not all of them" and kicked Agent 33 into the kitchen. Agent 33 grabbed two knives from the counter and attacked, but May was able to disarm her and throw her into the living room. Agent 33 grabbed a pole and swung it at May's leg but May was able to jump over it and slam Agent 33's head on the table. May approached her on the floor; Agent 33 punched her and pushed her against the kitchen counter. Agent 33 grabbed a pair of scissors and demanded May surrender, but May grabbed an electric wire and electrocuted Agent 33 in the face.

Coulson returned with the painting and the two evacuated through the balcony before the HYDRA team arrived on the elevator.[4]


"She looked exactly like Agent May, except for the freaky facial scar thing."
"That was Agent 33. She was wearing a nanomask, disguised as May, but May electrocuted her right in the face."
"Oh, that is so badass."
Billy Koenig, Phil Coulson and Sam Koenig[src]

S.H.I.E.L.D.'s analysis of the painting said that the writing was brand-new.[4] They later discovered that the writer was a former patient of Project T.A.H.I.T.I., hunted and killed by Sebastian Derik.[3]

33 Vancouver

Agent 33 informing Doctor Whitehall about S.H.I.E.L.D. capturing Raina

Agent 33 survived the electrocution but was left with a very notable scar and unable to remove the Photostatic Veil, being stuck with Melinda May's appearance, and becoming Daniel Whitehall's right hand following Sunil Bakshi's disappearance.[5]

Phil Coulson and Melinda May let the real Glenn Talbot know that HYDRA had access to a shapeshifter who impersonated him.[4] When Bakshi was a prisoner in the Playground, Talbot added impersonating a Naval officer to Bakshi's list of charges.[6] When an invader entered the military facility that later imprisoned Bakshi in order to kidnap him, Talbot remembered that HYDRA had a shapeshifter and interrogated all of his female officers.[7]


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