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I know what you're doing Agent Morse, and it's not going to work. Grant's already told me everything. Everything. About his abusive family, about John Garrett, about having to kill Victoria Hand. But in the end, he overcame his family and the pain Garrett put him through. He remade himself. That's why I love him, and why no matter what he does, I will always stand with Ward.
~ Palamas declaring her newfound allegiance to Grant Ward.

Kara Lynn Palamas, also more commonly known as Agent 33, was a supporting antagonist in Season 2 of the TV series Marvel's Agents of S.H.I.E.L.D., serving as a supporting antagonist in the first half and a major antagonist in the second half.

She was a former S.H.I.E.L.D. agent who was brainwashed by HYDRA leader, Daniel Whitehall, and following his death, she became the lover and accomplice of Grant Ward while also seeking revenge against the ones responsible for her predicament.

She was primarily portrayed by Maya Stojan (who also portrayed Meredith Regan in NCIS), Ming-Na Wen while disguising as Melinda May, and Chloe Bennet while briefly disguising as Skye.


Kidnapped and Brainwashed

Prior to being captured by Whitehall, Kara Palamas joined S.H.I.E.L.D. and became a loyal agent while also gaining the nickname "Agent 33". During this time, she met Bobbi Morse who developed a strong respect for her. Following HYDRA's infiltration, Kara hid out in a safehouse, where unfortunately, an undercover Bobbi Morse gave away the location of the safehouse and unintentionally sold her out. Thus, Sunil Bakshi dragged her out and prepped her for Whitehall.

Upon being brought to Whitehall, Kara was subjected to the Faustus method and, although she fought hard to resist the effects and also escape, she eventually succumbed and surrendered to his power, thus becoming blindly loyal to HYDRA and also as an assassin and secretary to Whitehall.

Working for Whitehall

Now under the influence of the Faustus method, Agent 33 assisted Sunil Bakshi in the mission to steal the painting marked with the Words of Creation. After May found the apartment where they were hiding out in, 33 and Bakshi subdued her before using a nano-mask to assume her identity. Now disguised as May, 33 traveled to the Bus and tricked Coulson that Glenn Talbot, whom Bakshi was disguised as, was honest when asking for assistance. Tricking Coulson into the hotel room for an ambush, 33 planted a virus on the Bus in an attempt to destroy it. However, after arriving there, 33 was compromised and fought Coulson, only for the real May to intervene. The two of them then fought throughout the hotel room, ending with May electrocuting her in the face, permanently scarring the mask to her face.

Weeks later, 33 was sent to collect Raina. However, after a fierce fight with Skye, Lance Hunter knocked her out and they escaped. 33 then told Whitehall of this and the tracker that Coulson placed in Raina. Later, 33 notified Whitehall of Ward's mission and how he took Skye hostage and let the plane live. Whitehall then ordered her to have it shot down.

The next day in Puerto Rico, 33 oversees Ward, Calvin Zabo and Skye try and get the upper-hand on HYDRA, only to fail. 33 then exchanged banter with a captive Ward regarding her disfigured face. After S.H.I.E.L.D. raided the building, 33 enters the shootout and tries to kill Coulson and Zabo, only to find that Whitehall was killed. Having lost any sense of what her objectives were with Whitehall now dead, 33 turned to a wounded Ward and informed him of his death. Ward then offered to help her and they escape the building together.

Seeking Closure

Following the battle at Puerto Rico, 33 spent weeks nursing Ward back to full health and developed a mutual attraction towards him. The two of them kidnapped the inventor of the nano-mask and forced him to try and fix the mask on her face. Although he was able to repair it and give it a small update, he was unable to remove it. 33 also felt insecure about her true scarred face, not wanting to see it. Afterwards, they kill him so he wouldn't talk. After Ward left to get ready for the "next phase", wanting to have a relationship with him, 33 disguised herself as Skye and tried to seduce him, only for him to reject it due to having lost his feelings for Skye when she shot and left him for dead.

Although he considered to have a possible life together with the real her, she angrily claimed that Whitehall destroyed that. She was then comforted by Ward, who explained to her about what his abusive family and John Garrett made him into, and how he found a way to move past it. Inspired by this, the two of them broke into a military base led by Talbot and broke out Sunil Bakshi, while also demonstrating how her brainwash programming stopped working. Back at their hotel room, Bakshi was successfully subjected to the Faustus method, and also explained to them about 33's civilian life and what Bobbi did.

Helping S.H.I.E.L.D.

A few weeks later, the two of them developed a relationship and continued to hide from S.H.I.E.L.D. in Mexico, while Kara also found an old photo of her to conceal her scarred face. Kara was then ambushed and taken hostage by Coulson and Deathlok to lure in Ward, where they needed his help in finding Wolfgang von Strucker and Dr. List, in exchange for Ward being mind-wiped and given a new start. Although she was hesitant about Ward being mind-wiped, the two of them agreed and brought Bakshi to them so they can find List. During a meeting between List and Bakshi, the three of them alongside Hunter and Leo Fitz have a stand-off.

After resolving the disagreement, they follow the two of them to a location where they were looking for a teleporter. 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.

Upon returning to the Playground base, the two of them were given escorts whose orders were to kill them if they tried anything clever. Ward told Palamas that he would be joining Coulson on their mission to attack 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. Kara then met Bobbi Morse and the two of them talked their history and about later Ward. After the agents returned, Kara noticed how Ward didn't come back with them. Knowing that the plan is to fool S.H.I.E.L.D. so they can capture Bobbi, she pretended to be disheartened.

Kidnapping Bobbi Morse

Remembering that Bobbi Morse was the one indirectly responsible for her experience, Kara stuck to the plan and slowly began to gain her trust. She was shown to be happy after hearing from Jemma Simmons how the brainwash programming was fully removed from her. Later, she killed the agent watching her before posing as May once more and tricking Bobbi into leaving the base. During the Quinjet flight, the two of them exchanged notes regarding Bobbi's relationship with Hunter. Upon arriving in Spain, Kara revealed herself and the two of them fought, and while Bobbi knocked her out, Ward ambushed and kidnapped her.


Wanting Bobbi to succumb to the same amount of pain Whitehall put her through, Kara and Ward patiently tortured her with needles in her fingers alongside with a parasitic and anaesthetic. However, Bobbi failed to surrender to the pain and tried to overpower them in a fist fight, only for Ward to dislocate her knee. Knowing that Bobbi doesn't regret what she did (as her actions saved twenty-four S.H.I.E.L.D. agents), Ward and Kara decided to have her watch as a rigged sniper rifle shoots someone in front of her. Though neither one tells her whom that someone is, they are hoping that it is Hunter.

After S.H.I.E.L.D. arrives, the two of them crossed off the team. This is partly to make sure that Hunter is the only one available to rescue her so that he can get shot in the process, rather than some other innocent agent. However, May also tricks Kara into disguising herself as the former, which also tricked Ward, who was eager to kill May out of revenge for defeating him months before, into accidentally killing her, leaving Ward heartbroken.


Ward would later blame S.H.I.E.L.D. for Kara's death and every pain that he's endured, and begins his campaign for revenge by taking over the remnants of HYDRA as its new leader. Months later, Ward would have Werner von Strucker try to kill May's ex-husband, Andrew Garner, feeling that it would make the two of them even. Although this failed, he was able to torture a captured Garner regarding his condition. He then later killed Coulson's girlfriend, Rosalind Price, right in front of him, mocking him about how he now knows how it feels. Unfortunately for Ward, this set in motion a chain of events that ultimately led to his own death at Coulson's hands.


Assumed Faces



  • Agent 33's monologue to Bobbi Morse in the two-part Season 2 finale (in which she says, "I will always stand with Ward") is a reference to a the hashtag "#StandWithWard", which was created by a group of supporters known as "Ward Warriors" who supported Grant Ward following the reveal of his allegiance to HYDRA. In this particular campaign, the fans in question were shocked and disappointed by this reveal and vowed to support the character no matter what, with many of them hoping that he would turn back into a hero and rejoin the team. With Ward's death in the following season, however, that chance was made impossible.


           3A873E09-1637-46A0-AFBC-B3AEAA0799B7.png Cinematic Universe Villains

Iron Man
Iron Monger | William Ginter Riva
Ten Rings: Raza Hamidmi Al-Wazar | Abu Bakaar | Ahmed | Omar
The Incredible Hulk
Strategic Operations Command Center: Abomination | Thunderbolt Ross | Kathleen Sparr
Others: Samuel Sterns | Tough Guy Leader
Iron Man 2
Hammer Industries: Justin Hammer | Jack | Hammer Drones
Ten Rings: Ten Rings Agent
Others: Senator Stern | Anton Vanko
Loki Laufeyson | The Destroyer
Frost Giants: Laufey | Grundroth | Hailstrum | Raze | Jotunheim Beast
Others: Jasper Sitwell
Captain America: The First Avenger
HYDRA: Red Skull | Arnim Zola | Heinz Kruger | HYDRA Lieutenant | Velt
Nazis: Adolf Hitler | Roeder | Hutter | Schneider
The Avengers
Loki Laufeyson
Chitauri: The Other | Leviathans
HYDRA: Gideon Malick | Jasper Sitwell
Others: Georgi Luchkov | Thanos
Iron Man 3
A.I.M.: Aldrich Killian | Eric Savin | Trevor Slattery | Ellen Brandt | Sweat Shop Agent | Ponytail Express | Maya Hansen | Extremis Soldiers
Others: Vice President Rodriguez
Thor: The Dark World
Dark Elves: Malekith the Accursed | Kurse the Strong
Marauders: Duhg | Kronan Marauder
Others: Loki Laufeyson | Jotunheim Beast | The Collector
All Hail the King
Inmates: Trevor Slattery | Herman | White Power Dave
Ten Rings: Jackson Norriss | The Mandarin
Others: Justin Hammer
Captain America: The Winter Soldier
HYDRA/STRIKE: Alexander Pierce | Winter Soldier | Brock Rumlow | Jack Rollins | Jasper Sitwell | Russo | Senator Stern | Arnim Zola | Wolfgang von Strucker | List | Scarlet Witch | Quicksilver
Others: Georges Batroc | Ferdinand Lopez | Gerald Durand
Guardians of the Galaxy
Kree Empire: Ronan the Accuser | Nebula | Korath the Pursuer | Sakaaran Mercenaries | Exolon Monks
Yondu Ravager Clan: Yondu Udonta | Kraglin Obfonteri | Horuz | Vorker
Chitauri: The Other
Others: Garthan Saal | Eson the Searcher | Moloka Dar | Monstrous Inmate | The Collector | Dark Elf | Thanos
Avengers: Age of Ultron
Ultron | Ultron Sentinels
HYDRA: Wolfgang von Strucker | List | Scarlet Witch | Quicksilver
Red Room: Madame B | Black Widows
Chitauri: Leviathans
Others: Ulysses Klaue | Thanos
HYDRA/Ten Rings: Mitchell Carson | HYDRA Buyer
Others: Winter Soldier
Captain America: Civil War
Helmut Zemo
HYDRA: Vasily Karpov | Winter Soldier | Josef | Winter Soldiers
Hero Mercs: Crossbones
Others: Thunderbolt Ross | Scarlet Witch
Doctor Strange
Zealots: Kaecilius | Lucian Aster
Others: Karl Mordo | Dormammu
Guardians of the Galaxy Vol. 2
Sovereign: Ayesha | Sovereign Admiral | Zylak | Sovereign Chambermaid
Yondu Ravager Clan: Yondu Udonta | Kraglin Obfonteri | Tullk | Oblo | Taserface | Gef | Retch | Halfnut | Brahl | Vorker | Narblik | Huhtar
Others: Nebula | Abilisk | The Grandmaster | Thanos
Spider-Man: Homecoming
Bestman Salvage: Vulture | Tinkerer | Shocker #1 | Shocker #2 | Randy Vale
Others: Mac Gargan | Aaron Davis
Thor: Ragnarok
Berserker Army: Hela Odinsdottir | Skurge | Fenris Wolf
Sakaaran Guards: The Grandmaster | Topaz
Fire Demons: Surtur | Fire Dragon
Others: Loki Laufeyson | Thanos
Black Panther
Erik Killmonger | Ulysses Klaue | W'Kabi | Linbani | Linda | Dave
Sambisan Militants: Sambisan Captain
Others: M'Baku | Winter Soldier | Helmut Zemo | N'Jobu
Avengers: Infinity War
Black Order: Thanos | Ebony Maw | Proxima Midnight | Corvus Glaive | Cull Obsidian | Nebula | Outriders | Chitauri | Leviathans
Others: Red Skull | The Collector | Loki Laufeyson | Winter Soldier | M'Baku | Scarlet Witch | Thunderbolt Ross
Ant-Man and the Wasp
Sonny Burch | Uzman | Anitolov | Knox | Stoltz
Others: Bill Foster | Elihas Starr | Thanos
Captain Marvel
Kree Empire/Starforce: Yon-Rogg | Minn-Erva | Korath the Pursuer | Att-lass | Bron-Char | Ronan the Accuser | Soh-Larr | Supreme Intelligence
Skrulls: Talos | Norex
Others: Thanos
Avengers: Endgame
Black Order: Thanos | Ebony Maw | Proxima Midnight | Corvus Glaive | Cull Obsidian | Nebula | Outriders | Sakaaran Mercenaries | Chitauri | Leviathans | Chitauri Gorillas
HYDRA/STRIKE: Red Skull | Alexander Pierce | Crossbones | Jasper Sitwell | Jack Rollins
Others: Loki Laufeyson | Winter Soldier | M'Baku | Scarlet Witch | Kraglin Obfonteri | Dark Elves | Thunderbolt Ross | Akihiko | Loki Laufeyson (Variant L1130)
Spider-Man: Far From Home
Mysterio's Crew: Mysterio | William Ginter Riva | Victoria Snow | Gutes Guterman | Janice Lincoln | Doug
Elementals: Molten Man | Hydro-Man | Sandman | Cyclone | Elemental Fusion
Skrulls: Talos
Others: Obadiah Stane | J. Jonah Jameson
Black Widow
Red Room: General Dreykov | Taskmaster | Black Widows
Others: Thunderbolt Ross | Valentina Allegra de Fontaine
Shang-Chi and the Legend of the Ten Rings
Ten Rings: Mandarin | Death Dealer | Razor Fist | Gao Lei
Others: Dweller-In-Darkness | Abomination | Trevor Slattery

Agents of S.H.I.E.L.D. (Season 1)
HYDRA/Centipede Group: John Garrett | Grant Ward | Ian Quinn | Raina | Edison Po | Jasper Sitwell | Deathlok | Debbie | Vanchat | Scorch | Kaminsky
Others: Camilla Reyes | Franklin Hall | Blizzard | Lorelei | Marcus Daniels | Christian Ward | Jakob Nystrom
Agents of S.H.I.E.L.D. (Season 2)
HYDRA: Daniel Whitehall | Grant Ward | Wolfgang von Strucker | List | Sunil Bakshi | Absorbing Man | Agent 33 | Blizzard | Kebo
Others: Jiaying | Gordon | Calvin L. Johnson | Raina | Alisha Whitley | Lash | Vin-Tak | Katya Belyakov | Christian Ward
Agent Carter (Season 1)
Johann Fennhoff | Dottie Underwood
Daredevil (Season 1)
Kingpin | James Wesley | Leland Owlsley | Vanessa Marianna | Turk Barrett | Christian Blake | John Healy | Bill Fisk
The Hand: Madame Gao | Nobu Yoshioka
Agents of S.H.I.E.L.D (Season 3)
HYDRA: Hive | Grant Ward | Gideon Malick | Kebo | Werner von Strucker | Giyera | Lucio | Hellfire | Alisha Whitley | Primitives
Watchdogs: Felix Blake | Holden Radcliffe | Aida
Others: Lash | Victor Ramon | Absorbing Man
Agent Carter (Season 2)
Whitney Frost | Dottie Underwood
Jessica Jones (Season 1)
Kilgrave | Will Simpson | Dorothy Walker | Audrey Eastman
Daredevil (Season 2)
The Hand: Nobu Yoshioka | Madame Gao
Others: Punisher | Elektra Natchios | Blacksmith | Turk Barrett | Kingpin
Luke Cage (Season 1)
Diamondback | Cottonmouth | Black Mariah | Shades | Turk Barrett
Agents of S.H.I.E.L.D (Season 4)
Eli Morrow | Holden Radcliffe | Aida | Lucy Bauer
Watchdogs: Anton Ivanov | Tucker Shockley | Ellen Nadeer | Hellfire
HYDRA: Dr. Leopold Fitz | Alistair Fitz
Iron Fist (Season 1)
Harold Meachum
The Hand: Madame Gao | Bakuto
Others: Jim Pierce
The Defenders
The Hand: Alexandra Reid | Elektra Natchios | Madame Gao | Bakuto | Murakami | Sowande
Others: Turk Barrett
The Punisher (Season 1)
Punisher | Agent Orange | Jigsaw | Lewis Wilson | Blacksmith | Turk Barrett | Morty Bennett | Carson Wolf | Tony Gnucci | Lance | Paulie | Leo
Runaways (Season 1)
The Pride: Jonah | Leslie Dean | Tina Minoru | Robert Minoru | Geoffrey Wilder | Catherine Wilder | Victor Stein | Janet Stein | Dale Yorkes | Stacey Yorkes
Others: Frank Dean | Darius Davis | Detective Flores
Agents of S.H.I.E.L.D. (Season 5)
Kree Empire: Kasius | Sinara | Faulnak | Vicar | Tye
HYDRA: General Hale | Ruby Hale | Qovas | Werner von Strucker | Anton Ivanov | Absorbing Man | Dr. Leopold Fitz
Others: Grill | Samuel Voss | Graviton | Thanos
Jessica Jones (Season 2)
Alisa Jones | Karl Malus | Pryce Cheng | Dorothy Walker | Turk Barrett
Cloak and Dagger (Season 1)
Roxxon Corporation: Peter Scarborough | Terrors
Others: Detective Connors
Luke Cage (Season 2)
Black Mariah | Bushmaster | Shades | Turk Barrett
Iron Fist (Season 2)
Steel Serpent | Typhoid Mary | Turk Barrett
Daredevil (Season 3)
Kingpin | Bullseye | Vanessa Marianna | Tammy Hattley | Felix Manning | Rosalie Carbone
Runaways (Season 2)
Magistrate Family: Jonah
The Pride: Leslie Dean | Victor Stein | Janet Stein | Tina Minoru | Robert Minoru | Geoffrey Wilder | Catherine Wilder | Dale Yorkes | Stacey Yorkes
Others: Frank Dean | Darius Davis | Detective Flores | Topher | Anthony Wall/AWOL
The Punisher (Season 2)
Punisher | Anderson Schultz | John Pilgrim | Jigsaw | Eliza Schultz | Krista Dumont | Turk Barrett
Cloak & Dagger (Season 2)
D'Spayre | Mayhem | Detective Connors | Lia Dewan
Agents of S.H.I.E.L.D. (Season 6)
Izel | Shrike
Sarge's Squad: Sarge | Snowflake | Jaco | Pax
Others: Malachi | Atarah | Dr. Leopold Fitz | Id Simmons | Isaiah | Baal-Gad
Jessica Jones (Season 3)
Trish Walker | Gregory Sallinger | Dorothy Walker
Runaways (Season 3)
The Coven: Morgan le Fay | Cassandra | Bronwyn
The Pride: | Victor Stein | Janet Stein | Leslie Dean | Tina Minoru | Robert Minoru | Geoffrey Wilder | Catherine Wilder | Dale Yorkes | Stacey Yorkes
Magistrate Family: Jonah
Others: Anthony Wall/AWOL
Agents of S.H.I.E.L.D. (Season 7)
Nathaniel Malick | Sibyl | Luke | Abel | Wilfred Malick | Kora | John Garrett
Marduk Helstrom | Kthara | Basar | Magoth | Raum
Scarlet Witch | Agatha Harkness
Salem Witches Coven: Evanora Harkness
Others: Tyler Hayward | Skrulls
The Falcon and The Winter Soldier
Winter Soldier | Sharon Carter | Baron Zemo
Flag Smashers: Flag-Smasher | Dovich | Gigi | DeeDee | Lennox | Nico | Matias | Diego
LAF: Georges Batroc | Louie
Others: Senator Atwood | Valentina Allegra de Fontaine
Loki (Season 1)
Loki Laufeyson's Variants: Loki Laufeyson (Variant L1130) | Sylvie Laufeydottir | Classic Loki | Kid Loki | Alligator Loki | Boastful Loki | President Loki | Glamshades Loki | Pokey Loki | Bicycle Loki
Time Variance Authority: He Who Remains | Ravonna Renslayer | Miss Minutes | Hunter D-90 | Minuteman 90018371
Others: Alioth
What If...? (Season 1)
Red Skull | Arnim Zola | Heinz Kruger | HYDRA's Champion | The Collector | Black Order (Ebony Maw | Proxima Midnight | Corvus Glaive | Cull Obsidian) | Ego | Yellowjacket | Brock Rumlow | Jack Rollins | Loki Laufeyson | Thunderbolt Ross | Whiplash | The Destroyer | Strange Supreme | Dormammu | Zombies (Iron Man | Captain America | Hawkeye | Falcon | Doctor Strange | Wong | Ebony Maw | Cull Obsidian | Hank Pym | Janet van Dyne | Happy Hogan | Sharon Carter | Scarlet Witch | Thanos) | Prince Killmonger | Ulysses Klaue | Infinite Ultron

See Also
Ant-Man Villains | Avengers Villains | Black Panther Villains | Captain America Villains | Captain Marvel Villains | Cloak & Dagger Villains | Daredevil Villains | Defenders Villains | Doctor Strange Villains | Ghost Rider Villains | Guardians of the Galaxy Villains | Hulk Villains | Inhumans Villains | Iron Fist Villains | Iron Man Villains | Jessica Jones Villains | Luke Cage Villains | Moon Knight Villains | Punisher Villains | Agents of S.H.I.E.L.D. Villains | Spider-Man Villains | Thor Villains

           Agents of S.H.I.E.L.D. Logo.png Villains

Leaders: Hive | Grant Ward | Daniel Whitehall | List | Wolfgang von Strucker | Gideon Malick | Wilfred Malick
High-Ranking Members: Jasper Sitwell | Sunil Bakshi | General Hale
Centipede Group: John Garrett | Ian Quinn | Raina | Deathlok | Scorch
Operatives: Kaminsky | Absorbing Man | Blizzard | Agent 33 | Kebo | Giyera | Lucio | Alisha Whitley | Hellfire | Ruby Hale
Soldiers: Primitives
Other Officials: Werner von Strucker | Kirk Vogel | Nathaniel Malick
Framework: Aida | Dr. Leopold Fitz | Alistair Fitz
Affiliates: Vanchat | Qovas | Anton Ivanov

Leaders: Anton Ivanov | Felix Blake
Operatives: Tucker Shockley
Affiliates: Ellen Nadeer | Hellfire | Victor Ramon | Holden Radcliffe | Aida

Kree Empire
High-Ranking Officials: Kasius
Operatives: Vin-Tak | Sinara | Faulnak | Vicar
Affilitates: Tye

Sarge's Squad
Leader: Sarge
Operatives: Snowflake | Jaco | Pax

Leaders: Atarah | Sibyl
Hunters: Malachi | Isaiah | Baal-Gad | Luke
Associates: Nathaniel Malick | Kora | John Garrett

Calvin L. Johnson | Camilla Reyes | Christian Ward | Eli Morrow | Franklin Hall | Graviton | Grill | Izel | Jakob Nystrom | Jiaying | Katya Belyakov | Lash | Lorelei | Lucy Bauer | Marcus Daniels | Roxxon Energy Corporation | Samuel Voss | Shrike | Thanos