Kara Palamas - better known as Agent 33 - is a supporting character in Season 2 of Marvel's Agents of S.H.I.E.L.D.. She was a S.H.I.E.L.D. agent who was captured by HYDRA and brainwashed into serving Daniel Whitehall. She was equipped with a Photostatic Veil, a nanotech mask that allowed her to mimic the face and voice of anyone. She served Whitehall until his death, after which she allied with Grant Ward.
Since she disguised herself as multiple people, Agent 33 was portrayed by multiple actors, most notably Maya Stojan when wearing her real face and Ming-Na Wen when disguised as Melinda May, her most common disguise.
History[]
Slave of HYDRA[]
While at a safehouse, Agent 33 was attacked and kidnapped by a team of HYDRA agents led by Sunil Bakshi , based on information provided by Bobbi Morse, 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.
Not long after, 33 assisted 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 Agent 33 and Bakshi, but was shocked to unconsciousness by Agent 33 using a taser. Agent 33 then took some of May's clothes, and used a Photostatic Veil to disguise herself as the S.H.I.E.L.D. agent.
Leaving May to be tortured and questioned by Bakshi, Agent 33 travelled to the Bus, fooling everyone into believing she was the real May. She spent time talking with Coulson and managed to convince him that Glenn Talbot, who Bakshi had been disguised as, was being honest when he had asked for his assistance. While tricking Coulson into going to the hotel room to be cornered by Bakshi, Agent 33 also managed to plant a virus on the Bus in an attempt to destroy it while she and Coulson left.
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, knowing 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.
Agent 33 began fighting with the true Melinda May while Coulson chased after Bakshi, who was attempting to escape with the painting. The two agents were evenly matched for the majority of their prolonged fight, with 33 even taunting May about her superiority. Eventually 33 managed to gain the upper hand and pinned down May, attempting to cut her throat. May, however, was able to grab a broken lamp cable and pushed it into Agent 33's face, electrocuting her and causing the Photostatic Veil to permanently fuse to her face.
Agent 33 found herself unable to remove the burnt Photostatic Veil from her face and her voice became similar to May's but with a computerized undertone. 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 a S.H.I.E.L.D. team and when Raina, Billy Koenig and Skye exited the S.H.I.E.L.D. Safehouse, Agent 33 ambushed them. Agent 33 then had a prolonged fight with Skye while Koenig evacuated Raina. Eventually Agent 33 managed to gain the upper hand and threw Skye on the ground; however, before she could execute her, Skye was assisted by Lance Hunter, who knocked out 33. As May extracted Raina, Agent 33 called Whitehall and informed him that Raina had been evacuated but she had a tracker on her.
Later, she met with Whitehall and informed him that Grant Ward had successfully located and captured Raina from S.H.I.E.L.D., but he also had 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.
Agent 33 and Whitehall arrived at the Ponce de León Theater in San Juan, Puerto Rico, where Whitehall had a meeting with Raina, 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; however, Agent 33 ignored him and simply told him to be quiet. When Whitehall arrived in the room, Zabo went to attack him but was paralyzed with a control device. Agent 33 kept watch as Whitehall mocked both Zabo and Skye about his killing of Skye's mother years before and promised to experiment on Skye until her slow and painful death.
However before Whitehall could enact his plan, 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 alongside Whitehall. Agent 33 took her orders directly from Whitehall and was told to kill any S.H.I.E.L.D. agents she could find. However when she returned not a moment later, she discovered Coulson and Zabo standing over Whitehall's corpse, who had been shot and killed in the fight. Agent 33 began shooting at them but stopped as she stood over Whitehall's dead body.
Realizing that without Whitehall to control her every move she had lost any sense of what her objectives were, she returned to Ward for assistance, only to find him bleeding out on the ground, having been shot multiple times by Skye. Agent 33 informed him of Whitehall's death and he was able to convince her that she was now free from HYDRA's control. With no one else to turn to, Agent 33 helped Ward to his feet and together they escaped from the battle before S.H.I.E.L.D. could find them.
Finding Closure[]
After 33 had saved Ward's life, they spent the next few weeks together as she treated his wounds and nursed him back to health. 33 developed a strong attraction to Ward and Ward felt he now owed a debt to her. They were able to track down the inventor of the Photostatic Veil in a diner. 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 Selwyn 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 and disguise the burn scars on her face; however he was unable to remove it and allow her to return to her original face. 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 Skye. His rejection deeply hurt her, 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 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, knocking 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.
Kara and Ward then went to Tijuana, Mexico. Kara 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, she attempted to flee, but Phil Coulson and Michael Peterson surrounded her; Coulson used her phone to call Ward and asked him to come for a chat. While they waited for Ward to arrive, Peterson asked Kara about her Photostatic Veil, looking for a method to hide his own facial scars. Ward eventually arrived, immediately checking if Kara was hurt, he was then disarmed and sat with Coulson.
When Ward agreed to help Coulson to locate Baron Wolfgang von Strucker and rescue the enhanced individuals he was experimenting on, Kara went with him to retrieve Sunil Bakshi. While Coulson and his team checked 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 experiments 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 Kara held a knife to Leo Fitz's throat. Ward was able to calm the situation and Kara 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 Kara to rescue them. A firefight broke out between S.H.I.E.L.D. and HYDRA, and Kara was able to save Coulson's life with her quick reactions. During the battle Hunter was shot in the shoulder and Kara rescued him; with the threats incoming, Coulson ordered Ward, Hunter and Kara to escape while he surrendered to the other branch of S.H.I.E.L.D. which was hunting them.
While 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 Kara should take the controls and he would teach her to fly, Kara refused though. When Coulson was given permission to continue with their mission, Ward landed the Quinjet and they arrived at the Playground. Once there Kara 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 Kara 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 Whitehall had wiped her memories. Although she protested, wishing to join Ward, he managed to convince her to stay behind. While under examination, Kara 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, Kara opened up and told Morse about her love for Ward and promised they would see him for the man she knew.
After the successful mission to rescue the enhanced individuals from the HYDRA base, Coulson's team returned without Ward, who had chosen to escape. While Kara 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 Kara 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 Whitehall's experiments and deserved forgiveness.
Kidnapping Bobbi Morse[]
Kara 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, 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, Kara 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 traveled 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 Kara's presence. As Kara put the Quinjet into autopilot, Morse questioned their location; Kara pulled a gun on her before revealing her true face. Realizing she had been fooled, Morse attacked Kara and soon knocked her out. Moments later; however, Morse was shot with an I.C.E.R. by 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. Kara commented that Morse was beginning to wake up Ward fired three more I.C.E.R. shots into her chest.
Kara and Ward took the unconscious Bobbi to an abandoned warehouse and tied her to a table. Once she awoke, they informed her that they had learned from Bakshi that it was Morse who was responsible for giving HYDRA Kara's location, leading to her kidnapping and torture at the hands of Whitehall. When Bobbi remained calm, Kara 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, Kara watched closely. He explained that he had used an anesthetic to remove any sensation of pain from Bobbi as he pushed needles under her finger nails, knowing that she would be able to push away most pain he inflicted. He explained that this way, the sensation of unbearable pain would hit her body all at once, which Kara claimed was what she felt when she regained control of her mind. He offered to avoid this pain if Bobbi confessed her sins. Bobbi, 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. Safehouse which might have been empty, and she showed no remorse to her actions.
Kara stared into Bobbi's eyes, waiting for the moment when the pain began to engulf her body. When it began, she embraced Ward and watched Bobbi suffer. Bobbi attempted to convince Kara 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. Kara, however, revealed that she knew all about Ward's past with 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 nonetheless and would always stand with him.
While Kara slept, Ward attempted to convince Bobbi to surrender to them again. Bobbi, Morse was able to break her restraints and attack Ward. The sounds of the fight awoke Kara, who ran to her lover's aid. She found Ward fighting Bobbi and attempted to shoot her, but Bobbi used Ward as a human shield and engaged the pair of them in a fight. Eventually, Kara and Ward were able to overpower Bobbi and Ward broke her kneecap. Ward offered Kara the chance to shoot Bobbi, but she insisted that it did not feel right as Bobbi did not feel remorse for her actions. Ward told her it was all right as he knew what to do instead.
Kara tied Bobbi back to the chair while Ward reactivated her phone and Kara gagged Bobbi as Ward rigged a rifle behind her. They explained that as Bobbi 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, Kara and Ward split up to hunt down and kill them all, while assuring Hunter was the one to die in front of Bobbi's eyes. Kara and Ward split up to attack the S.H.I.E.L.D. agents; after knocking one out, Kara stole a radio and managed to avoid being shot by 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 saw her face. Kara then used the Photostatic Veil to disguise herself as May in order to trick the agents, not knowing that May was setting her up.
Death[]
As Kara walked through the warehouse, she overheard a gunshot and smiled, believing their plan to shoot Hunter in front of Bobbi had succeeded. As she turned a corner, Ward grabbed her and fired three fatal shots into her stomach, mistaking her for May. Kara died in his arms as Ward realized 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.