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Agent 33

Real Name
Kara Lynn Palamas
Current Alias
Agent 33

Melinda May, "May's Evil Twin", Carla Talbot




Grant Ward (boyfriend)


Base Of Operations




Unusual Features
Burn scars

Marital Status

Rogue espionage agent

A former S.H.I.E.L.D. agent brainwashed into joining Hydra using the Faustus method

Monica Owusu-Breen

First appearance
Last appearance



Agent 33 was an agent of S.H.I.E.L.D. prior to the organization's dissolution. She was eventually captured by Hydra agents working for Daniel Whitehall, who tried to torture her into joining Hydra. When these efforts proved unsuccessful, Dr. Whitehall resorted to using the "Faustus method," a form of psychological torture designed to brainwash its victims. Agent 33 was unable to withstand the method, and was later seen complying with her orders from Dr. Whitehall.

Agent 33 later accompanied Sunil Bakshi to Miami, Florida to retrieve a 500-year old painting with alien runes on the back. When they learned that Agent Coulson was after it too, Bakshi, disguised as Glenn Talbot attempted to gain his confidence in solving the runes. However, Coulson didn't trust "Talbot" and sent Agent May to his hotel room, where she found Agent 33 looking over dossiers of her and Coulson. When she barged in, Agent 33 was able to incapacitate her with a tazer. Forced to improvise, Agent 33 went in disguised as May to lure Coulson away from the Bus, and planted a virus to destroy the plane. However, her lack of knowledge of May's habits and history ultimately exposed her. As May managed to get free, she fought against her impostor, stunning her by zapping her holographic mask with an exposed wire that Bakshi had attempted to torture her with.

When Raina went hiding from Whitehall in Vancouver, Agent 33 was tasked with bringing her in. However, Raina was rescued by S.H.I.E.L.D. agents Sam and Billy Koenig. Soon after that, Agent 33 attacked Skye in the building where S.H.I.E.L.D. was executing Raina's extraction. Agent 33 was knocked out by Skye, with help from Lance Hunter. When she woke up, she saw a S.H.I.E.L.D. van leaving with Raina inside it. When Grant Ward decided to spare the Bus and the agents within it in the process of bringing Raina and Skye in, Agent 33 reported to Dr. Whitehall, who told her Ward should have shot the plane down. Hearing that, Agent 33 ordered the Bus to be shot out of the sky.

Agent 33 went with Whitehall and Hydra to Puerto Rico, where Raina was planning to activate the temple hidden within the alien city. When she found out that Whitehall had been killed by Director Coulson, Agent 33 stood over his body, mourning his death. Later, she found Ward to be injured, as he had been shot by Skye. Stating to him that she had no more purpose in life now that Whitehall died, Ward convinced her to help him get up. Agent 33 escaped Puerto Rico with Ward, having found in him a new ally.

Agent 33 went with Whitehall and Hydra to Puerto Rico, where Raina was planning to activate the temple hidden within the alien city. When she found out that Whitehall had been killed by Director Coulson, Agent 33 stood over his body, mourning his death. Later, she found Ward to be injured, as he had been shot by Skye. Stating to him that she had no more purpose in life now that Whitehall died, Ward convinced her to help him get up. Agent 33 escaped Puerto Rico with Ward, having found in him a new ally. She then engaged in a romantic relationship with Ward as they both tried to rebuild their lives together.

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.

When Ward agreed to help Coulson, Kara went with him to retrieve Sunil Bakshi and brought him to Coulson's Quinjet. She and Ward shared a kiss in the car, before Deathlok told them to stop. She was a part of the plan that involved Bakshi and Deathlok setting up a meeting with List, and watched Deathlok's feed from the Quinjet. When the tensions rose, she 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.

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.

Quote1"Funny how you're so broken up about betraying HYDRA, because it seems you couldn't care less about what you did to me."Quote2
--Agent 33

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.

Torturing Bobbi Morse

Palamas and Grant Ward took the unconscious Bobbi Morse to an abandoned warehouse and tied her to a table. Once she awoke, they informed her that they had learned from Sunil Bakshi that it was Morse who was responsible for giving HYDRA Palamas' location, leading to her kidnapping and torture at the hands of Daniel Whitehall. When Morse remained calm, Palamas watched as Ward opened his tool-bag and prepared the needles he would use to torture Morse.

As Ward began to explain his plan to Bobbi Morse, Palamas watched closely. He explained that he had used an anaesthetic to remove any sensation of pain from Morse as he pushed needles under her finger nails, knowing that Morse would be able to push away most pain he inflicted to her. He explained that this way, the sensation of unbearable pain, would hit her body all at once, which Palamas claimed was what she felt when she regained control of her mind. He offered to avoid this pain if Morse confessed her sins. Morse however refused and told them that she had made a hard call to give HYDRA the location of a S.H.I.E.L.D. safe-house which might have been empty, and she showed no remorse to her actions.

Palamas stared into Bobbi Morse's eyes, waiting for the moment when the pain began to engulf her body. When it began, she embraced Grant Ward and watched Morse suffer. Morse attempted to convince Palamas that Ward was using her as his slave, emotionally manipulating her to fall in love with him and do whatever he desired, explaining that Ward was using symbolic targets from her past to make her believe he cared for her. Palamas however revealed that she knew all about Ward's past with [[John Garrett (Earth-1010) John Garrett]], and how he had killed many S.H.I.E.L.D. agents including Victoria Hand and she was in love with him non-the-less and would always stand with Ward.

While Palamas slept, Ward attempted to convince Morse to surrender to them again. However Morse was able to break her restrants and attack Ward, the sounds of the fight awoke Palamas who ran to her lover's aid. She found Ward fighting Morse and attempted to shoot her, however Morse used Ward as a human shield and engaged the pair of them in a fight. Palamas and Ward were able to overpower Morse however and Ward broke her kneecap. Ward offered Palamas the chance to shoot Morse, but Palamas insisted that it did not feel right as Morse did not feel remorse for her actions. Ward told her it was alright as he knew what to do instead.


Palamas tied Bobbi Morse back to the chair while Grant Ward rigged a rifle behind her. They explained that as Morse had shown little to no regard for her own life, they would force her to watch helplessly as S.H.I.E.L.D. agents were killed while attempting to save her. They told her that the rifle was set to fire as soon as someone tried to open the door, killing them instantly in front of her eyes, which would give them the closure they desired and break her heart.

When a team of S.H.I.E.L.D. agents arrived led by Lance Hunter and Melinda May, Palamas and Ward split up and hunt down and kill them all, while assuring Hunter is the one to die in front of Morse's eyes. Palamas and Ward split up to attack the S.H.I.E.L.D. agents, after killing one, Palamas stole a radio and managed to avoid being shot by Melinda May. May then issued a call on the radio for all agents to move to the south side of the building and only lower their guard once they see her face. Palamas then used the Photostatic Veil to disguise herself as May in order to trick the agents.

As Palamas walked through the warehouse, she overheard a gun shot and smiled beliving their plan to shoot Lance Hunter in front of Bobbi Morse had succeed. As Palamas turned a corner, Grant Ward grabbed her and fired three fatal shots into her stomach, mistaking her for Melinda May. Palamas died in his arms as Ward realised his mistake and desperately begged her to stay with him. The moment she died, her Photostatic Veil switched off revealing her scarred face once more.

Powers and Abilities


None known.


None known.

Strength level



None known.



  • Photostatic Veil

Transportation: None known.
Weapons: None known.


  • No special notes.


  • No trivia.

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