Villains Wiki

Hi. This is Thesecret1070. I am an admin of this site. Edit as much as you wish, but one little thing... If you are going to edit a lot, then make yourself a user and login. Other than that, enjoy Villains Wiki!!!


Villains Wiki

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.


           Marvel Cinematic Universe Logo.png Villains

Ten Rings
Mandarin | Raza Hamidmi Al-Wazar | Abu Bakaar | Ahmed | Omar | Ten Rings Agent | Jackson Norriss | HYDRA Buyer | Death Dealer | Razor Fist | Gao Lei

Strategic Operations Command Center
Abomination | Thunderbolt Ross

Hammer Industries
Justin Hammer | Jack | Hammer Drones

Frost Giants
Loki Laufeyson | Laufey | Grundroth | Hailstrum | Raze | Jotunheim Beast

Hive | Red Skull | Arnim Zola | Daniel Whitehall | Wolfgang von Strucker | Grant Ward | Gideon Malick

Centipede Group
John Garrett | Ian Quinn | Raina | Edison Po | Deathlok | Debbie | Vanchat | Scorch | Kaminsky

Alexander Pierce | Crossbones | Jack Rollins

Winter Soldiers
Vasily Karpov | Winter Soldier | Josef | Wilfred Nagel

Aida | General Hale | Wilfred Malick | Heinz Kruger | HYDRA Lieutenant | Velt | Jasper Sitwell | Russo | Senator Stern | List | Scarlet Witch | Quicksilver | Mitchell Carson | HYDRA Buyer | Sunil Bakshi | Absorbing Man | Agent 33 | Blizzard | Kebo | Werner von Strucker | Giyera | Lucio | Alisha Whitley | Primitives | Hero Mercs | Dr. Leopold Fitz | Alistair Fitz | Ruby Hale | Qovas | Senator Atwood | HYDRA's Champion

Adolf Hitler | Roeder | Hutter | Schneider

Black Order
Thanos | Ebony Maw

The Other | Leviathans | Chitauri Gorillas

Proxima Midnight | Corvus Glaive | Cull Obsidian | Nebula | Outriders | Sakaaran Mercenaries

Aldrich Killian | Eric Savin | Trevor Slattery | Ellen Brandt | Sweat Shop Agent | Ponytail Express | Maya Hansen | Vice President Rodriguez | Extremis Soldiers

Dark Elves
Malekith the Accursed | Kurse the Strong

Duhg | Kronan Marauder

Kree Empire
Supreme Intelligence | Ronan the Accuser

Yon-Rogg | Minn-Erva | Korath the Pursuer | Att-lass | Bron-Char

Kree Watch
Kasius | Sinara | Faulnak | Vicar | Tye

Vin-Tak | Soh-Larr | Sakaaran Mercenaries | Exolon Monks

Yondu Ravager Clan
Yondu Udonta | Kraglin Obfonteri | Horuz | Vorker | Tullk | Oblo | Taserface | Gef | Retch | Halfnut | Brahl | Narblik | Huhtar

Inhuman Afterlife
Jiaying | Gordon | Calvin L. Johnson | Raina | Alisha Whitley

Red Room
General Dreykov | Taskmaster | Madame B | Dottie Underwood | Black Widows

Kingpin's Criminal Empire

Tracksuit Mafia
Echo | William Lopez | Clown | Ivan Banionis | Tomas | Enrique | Dmitri

James Wesley | Leland Owlsley | Christian Blake | Carl Hoffman | John Healy | Bullseye | Vanessa Marianna | Tammy Hattley | Felix Manning | Eleanor Bishop

The Hand
Madame Gao | Nobu Yoshioka | Bakuto | Alexandra Reid | Elektra Natchios | Murakami | Sowande

Felix Blake | Holden Radcliffe | Anton Ivanov | Tucker Shockley | Ellen Nadeer | Victor Ramon | Hellfire

Kaecilius | Lucian Aster

Ayesha | Sovereign Admiral | Zylak | Sovereign Chambermaid

Arishem the Judge | Eson the Searcher | Ego the Living Planet | Tiamut the Communicator

Bestman Salvage
Vulture | Tinkerer | Shocker #1 | Shocker #2 | Randy Vale

Berserker Army
Hela Odinsdottir | Skurge | Fenris Wolf

Sakaaran Guards
The Grandmaster | Topaz | Sakaaran Mercenaries

Fire Demons
Surtur | Fire Dragon

Cerberus Squad
Agent Orange | Blacksmith | Jigsaw | Morty Bennett | Carson Wolf | Punisher

The Pride
Jonah | Leslie Dean | Tina Minoru | Robert Minoru | Geoffrey Wilder | Catherine Wilder | Victor Stein | Janet Stein | Dale Yorkes | Stacey Yorkes

Sambisan Militants
Sambisan Captain

Talos | Norex

Mysterio's Crew

Molten Man | Hydro-Man | Sandman | Elemental Fusion

William Ginter Riva | Victoria Snow | Gutes Guterman | Janice Lincoln | Doug

Roxxon Corporation
Peter Scarborough | Terrors

Sarge's Squad
Sarge | Snowflake | Jaco | Pax

Chronicom Hunters
Sibyl | Atarah | Malachi | Luke | Baal-Gad | Abel | Isaiah

Sonny Burch's Gang
Sonny Burch | Uzman | Anitolov | Knox | Stoltz

The Coven
Morgan le Fay | Cassandra | Bronwyn

Georges Batroc | Ferdinand Lopez | Gerald Durand | Louie

Flag Smashers
Flag-Smasher | Dovich | Gigi | DeeDee | Lennox | Nico | Matias | Diego

Time Variance Authority
He Who Remains | Ravonna Renslayer | Miss Minutes | Hunter D-90 | Minuteman 90018371

Soul Eaters

Iron Man | Captain America | Hawkeye | Falcon | Doctor Strange | Wong | Ebony Maw | Cull Obsidian | Hank Pym | Janet van Dyne | Hope van Dyne | Happy Hogan | Sharon Carter | Scarlet Witch | Thanos

Ikaris | Sprite

Kro | Enkidu

Green Goblin | Sandman | Doctor Octopus

Electro | Lizard

Disciples of Ammit
Arthur Harrow | Ammit

Clan Destine
Najma | Fariha | Aadam | Saleem

Assorted Variants
Loki Laufeyson | Sylvie Laufeydottir | Boastful Loki | President Loki | Glamshades Loki | Pokey Loki | Bicycle Loki | Infinity Ultron | The Collector | Yellowjacket | Strange Supreme | Sinister Strange | Prince Killmonger | Arnim Zola | Venom | Karl Mordo (Earth-838)

Iron Monger | Samuel Sterns | Tough Guy Leader | Whiplash | Anton Vanko | The Destroyer | Georgi Luchkov | Herman | White Power Dave | The Collector | Garthan Saal | Moloka Dar | Monstrous Inmate | Ultron | Ultron Sentinels | Ulysses Klaue | Yellowjacket | Helmut Zemo | Karl Mordo | Dormammu | Abilisk | Mac Gargan | Aaron Davis | Erik Killmonger | W'Kabi | Linbani | Linda | Dave | N'Jobu | Ghost | Bill Foster | Elihas Starr | Akihiko | J. Jonah Jameson | Valentina Allegra de Fontaine | Camilla Reyes | Franklin Hall | Lorelei | Marcus Daniels | Christian Ward | Jakob Nystrom | Lash | Katya Belyakov | Johann Fennhoff | Turk Barrett | Bill Fisk | Lash | Whitney Frost | Kilgrave | Will Simpson | Dorothy Walker | Audrey Eastman | Diamondback | Cottonmouth | Black Mariah | Shades | Eli Morrow | Lucy Bauer | Harold Meachum | Jim Pierce | Maximus | Lewis Wilson | Tony Gnucci | Lance | Paulie | Leo | Frank Dean | Darius Davis | Detective Flores | Graviton | Grill | Samuel Voss | Alisa Jones | Karl Malus | Pryce Cheng | Detective Connors | Bushmaster | Steel Serpent | Typhoid Mary | Rosalie Carbone | Frank Dean | Darius Davis | Detective Flores | Topher | Anthony Wall/AWOL | Anderson Schultz | John Pilgrim | Eliza Schultz | Krista Dumont | D'Spayre | Mayhem | Lia Dewan | Izel | Shrike | Id Simmons | Trish Walker | Gregory Sallinger | Nathaniel Malick | Kora | Marduk Helstrom | Kthara | Basar | Magoth | Raum | Agatha Harkness | Tyler Hayward | Sharon Carter | Alioth | Khonshu | Jake Lockley | Anton Mogart | Wendy Spector | Ribbon Demon | Gargantos

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

Absorbing Man | A.I.M. | Apocalypse | Baron Wolfgang von Strucker | Batroc the Leaper | Black Widow | Boomerang | Bulldozer | Deadpool | Dormammu | Fixer | Galactus | Grant Ward | Graviton | Gorgon | HYDRA | Kree | Magneto | Mister Hyde | M.O.D.O.K | Mole Man | Norman Osborn | Ox | Piledriver | Ronan the Accuser | Scarlet Witch | Shocker | Songbird | Skrulls | Super-Skrull | Thunderball | Ultron | Valkyrie | Winter Soldier | Wizard | Wrecker

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 | Debbie | 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 | Eva Belyakov | Franklin Hall | Gordon | Graviton | Grill | Izel | Jakob Nystrom | Jiaying | Katya Belyakov | Lash | Lorelei | Lucy Bauer | Marcus Daniels | Roxxon Energy Corporation | Samuel Voss | Shrike | Thanos