Kara Palamas (Earth 1) - Smallville Extended Universe

**Kara Palamas**, better known as **Agent 33**, is a former S.H.I.E.L.D agent who was brainwashed by Daniel Whitehall into serving HYDRA until his death, after which she allied herself with Grant Ward, who helped her to regain her identity and her freedom. She also gained limited shapeshifting abilities via a permanently implanted Photostatic Veil.

## Personality

Agent 33 is a very strong-willed individual, able to withstand the Faustus method that Daniel Whitehall performed for an extended period. However, after having the Photostatic Veil permanently implanted, Agent 33 became blindly loyal to Whitehall until his death, even to the point of fear, where any failure on her part was met with an immediate apology. Even after Whitehall's death, the brainwashing process was strong enough to hinder her making decisions for herself; however, she showed proof of her strong will by deciding to find again herself with Grant Ward's help.

Despite originally being a kindhearted and caring person, as shown by nursing Ward back to health after Puerto Rico, Agent 33 became a cruel and sadistic person under the influence of Ward, as shown when she kidnapped Sunil Bakshi and put him through the Faustus method to show him what she endured. She later kidnapped and tortured Bobbi Morse when she remembered that Morse told her location to HYDRA when undercover.

## Powers and Abilities

### Powers

* **Shapeshifting**: Thanks to Selwyn's upgrades to the Photostatic Veil, Agent 33 could imitate the facial structures of any person she chose. This was done by an optical scanner built into the veil, which photographically copied a person's face before morphing into a replica. On a negative side, this process could only imitate appearance, not voice, and the optical scanner could only maintain three photos of data at a time. Given her hair and her facial structure, Agent 33 had difficulty transforming her face into males; they appeared too feminine to be believable.

### Abilities

* **Expert Martial Artist**: Agent 33 was highly trained in hand to hand combat. She was able to give the legendary Melinda May a good fight.
* **Expert Marksman**: Agent 33 kept a handgun as her sidearm during her missions for HYDRA, and was about to use it to kill Skye when she defeated her, and only failed when Lance Hunter's tackling her prevented it.
* **Expert Spy**: Agent 33 was able to impersonate Melinda May for an extended period, and only Phil Coulson, who had known May for years, was able to tell the difference.
* **Expert Pilot**: While in mission with Coulson's Team, Grant Ward jokes with Agent 33 about teaching her how to pilot; this is however later revealed to be a red herring as, Agent 33, posing as Melinda May, was able to pilot a Quinjet during the kidnapping of Bobbi Morse.
* **Hacker**: Agent 33 was able to disable security cameras at Glenn Talbot's military base where she and Grant Ward kidnapped Sunil Bakshi.

## Equipment

* **FN Five-seveN**: The standard side-arm used by HYDRA security officers. Agent 33 was issued one of these guns and used it during her attempt to kidnap Raina from a S.H.I.E.L.D. Safe House in Vancouver.