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"I think you're going to find it extremely useful for any on-the-go S.H.I.E.L.D.... or HYDRA... operations?"
Selwyn to Grant Ward and Kara Palamas[src]

The Photostatic Veil, also known as a Nano Mask, is a mask capable of replicating an individual's face and voice. It was notably used by S.H.I.E.L.D. and HYDRA agents to impersonate others.


HYDRA Uprising

As Natasha Romanoff made preparations to help Steve Rogers and other S.H.I.E.L.D. loyal agents infiltrate the Triskelion to stop Project Insight from being deployed by HYDRA sleeper agents Nick Fury brought her a pre-calibrated Photostatic Veil to use in her part of the plan.[1]

Natasha Romanoff disguises herself as Pamela Hawley

Using the Photostatic Veil, Romanoff infiltrated the World Security Council disguised as Councilwoman Pamela Hawley as the council met with Alexander Pierce as the time neared to launch Project Insight. When Pierce's true loyalties to HYDRA were revealed he took the council hostage and threatened to shoot Councilman Jakuna Singh, who disagreed with Pierce's methods. Seeing this, Romanoff intervened, protecting Singh and disarming the STRIKE members keeping them hostage before turning her gun on Pierce and deactivating the veil to reveal her true identity.[2]

HYDRA versus S.H.I.E.L.D.

Sunil Bakshi disguised as Glenn Talbot

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

Sunil Bakshi used the photostatic veil to impersonate Glenn Talbot in order to obtain a 500 year old painting that had the Words of Creation inscribed upon its back. In disguise, Bakshi took the painting to his hotel room in Florida and later attended a fund raiser for the rebuilding of Santa Maria de las Flores, the church that housed the painting until it was destroyed in a fire.

Bakshi, as Talbot, confronted Phil Coulson and Melinda May to learn their motives for obtaining the painting. When May went into Bakshi's hotel room and found Agent 33 working for HYDRA, she attacked her, but Bakshi's disguise as Talbot confused May long enough for Agent 33 to render her unconscious.

Agent 33 disguises herself as Melinda May

Agent 33 then used the veil to impersonate Melinda May. As May, Agent 33 entered the Bus, planted a virus in its systems and lured Coulson to accompany her to Bakshi's hotel room. En route, Coulson suspected that May was not with him. When Agent 33 failed Coulson's test, they began to fight. This fight distracted Bakshi long enough for May to escape him.

As Bakshi ran with the painting and Coulson gave chase, May challenged Agent 33, who was still wearing the veil. After a long fight, Melinda May defeated Agent 33 by shocked her with a loose electrical wire, singeing the Photostatic Veil onto her face. HYDRA soldiers later arrived to find Agent 33 still wearing Melinda May's face.

Later, at the Playground, Coulson and May let the real Glenn Talbot know that a HYDRA agent had been impersonating him.[3]

Agent 33's Photostatic Veil had been severely damaged when she was electrically shocked, leaving her unable to remove it, forcing her to maintain an appearance similar to that of Melinda May, with a large facial scar and a dysfunctional voice simulator.

Phil Coulson explained to Billy Koenig that Agent 33 looked like a disfigured Melinda May because of the burnt "nano-mask." Billy and Sam Koenig told Antoine Triplett about Agent 33, teasing that her voice sounded robotic. [4]

Upon seeing her face, Grant Ward asked Agent 33 what happened. All she revealed was that it happened in service to Daniel Whitehall.[5]

Selwyn repairing Agent 33's damaged mask.

Agent 33 and Grant Ward kidnapped Doctor Selwyn, the Photostatic Veil's creator and had him repair Agent 33's Photostatic Veil. As part of the repairs, Selwyn upgraded the Veil to be able to duplicate other's faces with a single look using a special contact lens.

Using the Veil, Agent 33 duplicated the look of various people including Carla Talbot, Meredith Tredwyck, and Sergeant Brookton to free Sunil Bakshi from military custody so that she could exact vengeance for HYDRA brainwashing her.[6]

Sometime later, Palamas was brought to the Playground and Ward left her in the custody of Coulson saying that she deserved a second chance at a normal life;[7] however, her placement was part of a preconceived plan for Palamas to get revenge on Bobbi Morse. Using the Veil to appear as May, Palamas piloted Morse to Spain to kidnap her.[8]

Agent 33's true face is revealed as she dies

When the real Melinda May and Lance Hunter attempted to rescue Morse, Palamas used the Veil to disguise herself as May in order to lure Hunter into a trap; however, Ward saw "May" and quickly shot her. As Palamas died, the Veil stopped operating and showed Ward Palamas' face.[9]

Infiltrating the Red Room

This section requires expansion

To be added

Used by Sharon Carter

Photostatic Veil (TFATWS).png
This section requires expansion

To be added


"I see you figured out how to reset the mask. Just remember the program's memory can only store up to three facial scans at a time."
Selwyn to Grant Ward and Kara Palamas[src]

The case is needed to scan the DNA and voice samples needed to imitate a person

The Photostatic Veil is a thin, mesh veil of programmable, nano-sized holographic cells, creating a photostatic surface that can mimic the appearance of anybody's face. It also includes a voice modifier that can precisely mimic a wide range of voices. In order to imitate the face and voice of a person, a DNA and voice sample from that person are required. These are scanned by a special case which calibrates the mask to make a highly accurate imitation of the desired person.

The veil adheres tightly over the users' face or head where it projects the texture, pigmentation, contour lines, eye color, and some structural aspects of the target's face while altering every word the user speaks to sound like the mimicked target. The photostatic veil works best when it is used by a man or woman to imitate a person of the same gender and body type. While the veil can alter a person's appearance and voice so well that it can fool people who know them well, it still requires knowledge of the target's behavior and mannerisms or great skill at improvising to be an effective disguise.

After Agent 33's Photostatic Veil was damaged and singed permanently onto her face, the veil's creator, Doctor Selwyn was kidnapped to force him to repair it. As part of his repairs, Selwyn upgraded the mask, adding a small processor chip as well as a special contact lens that projects a digital user interface and can scan visual targets. This allows the user to scan and mimic any facial image they see. However, using this method the photostatic veil program's memory can only store up to three facial scans at a time and cannot mimic the voice of the target.


Appearances for Photostatic Veil

In chronological order:


  • Sunil Bakshi did not need to wear a wig when he impersonated Glenn Talbot, as the veil is able to visually recreate the entire head instead of just the face. Black Widow had to wear a wig while impersonating Councilwoman Pamela Hawley, and Agent 33's hair was similar to that of Melinda May.

Behind the Scenes


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