— Carol Denning's catchphrase.

Carol Denning was an inmate at Litchfield Penitentiary Maximum Security. She was the sister of Barbara Denning and Debbie Denning. She is one of the two main antagonists of Season Six, along with her sister Barb. She was portrayed by Henny Russell and her younger self by Ashley Jordyn.

Personality Edit

Carol Denning displays many sociopathic tendencies, such as a disregard for the feelings of others and a willingness to do almost anything to serve her own desires. She has a temper that flares up at various points. That tendency to lash out leads her into trouble during her youth. As she gets older, she learns to use that rage in a slower, more intelligent way. She never appears to express guilt, unless it is for herself. Her mindset is vengeful and self-centered, causing her to be highly manipulative and violent.

Carol was the younger, less popular sister. She had glasses and did not seem to draw men to her like Barbara did (although it’s possible Carol’s personality and angry demeanor contributed to why she did not have the same magnetism).

Her anger plays out in various, powerful ways throughout the season. Before prison, she is shown being impulsive when angry. She almost hits her younger sister and does not think of a solid plan after she suggests killing her ("Look Out for Number One").

After she is incarcerated, she behaves erratically and violently. This scares most inmates into obeying her. Despite her impulsiveness, she does seem aware of her inability to think long-term (her sister, Barbara, had helped with those details before and Carol knew both of their strengths). This is why she employs Frieda (and probably others) to act as bodyguards and to keep her from making mistakes when angry. (Look Out for Number One)

As she gets older, she appears to quell much of her impulsiveness. She relies on others less. She now uses them to her advantage instead of actually needing them. When put into a cell with Barbara, both realize they cannot beat each other because of a present guard. Instead, they wait and carry out their attempted murders long term. Therefore, Carol and Barbara may have evolved in some ways, but they ultimately remain anger driven.

Her father was shown to have been abusive in some manner, which was possibly a contributing factor to Carol's cold and sociopathic nature. 

Physical Appearance Edit

As a younger girl, Carol was slender with brown hair. As she got older, her hair got grayer and her face hollowed out. She retained her glasses.

Flashbacks of Carol from her days before prison show her with candy in her mouth. While young and in prison, she is shown constantly smoking cigarettes. Now, she is almost always shown with a lollipop in her mouth.

Biography Edit

Before Litchfield Edit


A young Carol watches her sister kiss a boy.

As teenagers, both Carol and Barbara worked in an eatery as waitresses. One evening, while Barbara worked at the bar and Carol on tables, a man entered and asked a separate waitress for a glass of ice. The waitress misheard, assuming he said "the Classifieds". The waitress went to the store to buy a newspaper and handed it to the customer. Confused, the customer informs the waitress he asked for a "glass of ice". The waitress later relayed this tale to Barbara and Carol, who both burst into laughter ("Be Free").  

Carol and her family moved around so they could cater to the youngest member, Carol and Barbara’s sister Debbie, and her rhythmic ribbon competitions. This deeply bothered both Carol and Barbara. After learning of another move, Carol angrily suggests murdering Debbie. Barbara shows apprehension at first but it fades as she considers the possibilities, reminding Carol that they would need a plan. Carol then shows Barbara her graphic drawings of her killing Debbie. Some of the disturbing drawings appear to predate their conversation.

When their parents reveal once more that they are moving, this time to to Plano, Texas, they older sisters are infuriated. Whilst they watch a school assembly in which their sister is competing, Carol suggests murdering their sister as a joke, showing Barbara that she has sketched different scenarios, such as feeding Debbie Yoplait with glass shards. Barbara shows discomfort towards this at first, but this almost immediately fades as she adds her own advice. At home, Barbara and Carol argue with their parents over moving once again to cater to Debbie's competitions. Their father gets confrontational when Barbara mentions she knows people who will let her stay with them until she graduates. The two parents leave, saying they will be home later and that Barbara and Carol are expected to stay home on their last night in town to look after Debbie.

Debbie asks her sisters for help releasing some tadpoles she has been keeping as pets. Carol threatens to kill Debbie's tadpoles. Barbara steps in and tells Carol to stop and let Debbie release her tadpoles at the lake, however, this is Barbara and Carol's plan to kill Debbie. At the lake, Carol remains in the car while Barbara takes Debbie to the lakeside. Debbie reveals that she dislikes moving as much as Carol and Barbara and had asked her parents to stay but they didn't listen to her protests to which Barbara seems to empathize. Barbara tells Debbie the tadpoles will die from the cold after she releases them, but Debbie informs her of the adaptions tadpoles have for winter. Impressed, Barbara tells Debbie that she's "alright", but this is interrupted when Carol runs at Debbie with a hatchet. Barbara tells Debbie to get into the car and lock herself in. Debbie obeys her eldest sister, and runs to the car. Smiling, Barbara and Carol start to push the car towards the lake. Debbie realises she cannot get out; the locks in the inner doors don't work, as Carol has removed them. Together, Carol and Barbara roll the car into the lake while Debbie screams and begs for them to spare her. The two sisters then watch the car sink as Barbara hums "She's a Maniac" before walking away ("Chocolate Chip Nookie").

Arrival at Litchfield Edit

At Litchfield, shortly after their arrival, Carol and Barbara are together in the same cell block. Barbara listens to Carol as she tells the story of the classifieds/glass of ice mix up, but as if it happened to her. Barbara interrupts Carol's story and tells the group that it instead happened to her, and not Carol. The two argue and begin a fight. This is what caused the original rivalry between C-Block and D-Block when the sisters are seperated ("Chocolate Chip Nookie"). In the 1980s, when Frieda Berlin is incarcerated, Carol and Frieda begin selling drugs out of the library. Barbara arrives to confront Carol and Frieda about mutually agreed-upon rules that had been breached between the cell blocks on what contraband they may sell. Barbara attempts to intimidate Frieda and Carol, until Frieda pulls a shiv out on Barbara and her gang, causing them to walk away. As a result, Carol commences an ambush on the opposing dorm during a game of kickball, after realising that her stash has been stolen. Carol stabs the ball during her turn as a symbol of war, and charges at Barbara and tackles her to the ground. Carol demands Barbara confess what she did with the contraband, but Barbara denies all knowledge and says that it was most likely Frieda who took it. This is later revealed to be true and the reason that Frieda got moved to minimum security. Carol got 30 more years added to her sentence as a result of the ensuing violence between C- and D-Block ("Look Out for Number One"). Carol states that she begged her parents to visit her but gave up ("Break the String")

Season Six Edit

Madison Murphy and a few other inmates take on the jobs as her underlings to bring death to Barbara’s block. Carol is always seen playing cards with her closest friends. Carol is first seen spotting Frieda, and the two have a stare-off. Carol is the head of of her block, intimidating everyone in it and has undeniable power. She gets mad at Madison and questions her importance after Madison's 'shit prank. She wants to war with D Block. She slowly strips away Badison's power, making Hellman, an associate deal directly with her. Carol invites Alex to sit with her after Alex makes a joke about Badison. Badison whispers to her, likely sharing the things Alex has done or how smart she is. She makes Brock move.

She meets Red after Red asks Sally Jo about her. Red is intimidated into meeting her by Sally, and is taken to the salon and the two discuss their hate for Frieda. Carol orders The Brown Twins to give Red a nice haircut and then they become close associates bonding over their mutual hatred towards Frieda.

Piper approaches her and asks her if she wants to sign a kickball petition, she denies but allows Piper to continue asking other girls. As Piper leaves, she tells Badison that she hates her because she has a clipboard. Later, she is seen watching as Piper exclaims when she gets enough signatures. Badison takes the list and gives it to Carol, and Carol makes Akers, Creech, Shruti, Aimee and Amy sign up and makes Badison captain of kickball. ("Break the String")

Red and Carol are in the showers when Carol offers her some alcohol thats hidden in an shampoo bottle. Red doesn't like it as it tastes like shampoo but Carol says thats necessary if the COs check. Carol proposes to prank Alana, Red stands up for her saying that would be "just mean" and Carol says it's meaner to pretend to be nice first. She lies to Alana, saying she's getting out, Alana rushes out excited and thanks Carol. Later, Carol is seen playing cards yet again. ("Chocolate Chip Nookie")

Red and Carol are talking about killing Frieda and how they'd like to kill her. Carol says that they should just pay someone in Florida to do it and it'll be a done deal, which Red does not want. Carol dismisses her request and instead makes her look at a magazine. She is later in the salon with Red and the The Brown Twins while NickyAnnalisaVazquez and Alice Hutton are outside, ready to launch a hit on them. However, Nicky alerts Ginger who shows Co Young, who decides to take Carol to AdSeg. Later in the night, Barb is put in the same cell as her. ("Well This Took a Dark Turn")

Her and Barb ignore eachother while Ginger watches them very closely. They look as if they're chatting at some point, where they were likely discussing their plan to kill Frieda. Soon after, Alvarez releases them and they return to their cell blocks. Carol tells Badison she's going to kill Barbara. Red gets angry at her for not caring about Frieda anymore and berates Badison infront of her. After, she goes to the salon where she is receiving a pedicure and hair styling session yet again with The Brown Twins. Alex Vause lands in, and Carol informs her that she's double booked. Alex says she doesn't want 80s hairstyles which offends the twins. She states that Carol should control Badison. Carol says she gets the job done so that's why she keeps her around, but Alex states that she came up with the smuggling in phones through Luschek and Carol is shocked that Badison lied. They make a deal and Alex now works for Carol in exchange for Piper's protection from Badison. ("Double Trouble")

Carol goes into the showers and sends everyone except Badison out. She scolds and berates Badison for meddling like that when they are supposed to be focused on preparing for the kickball game. She tells Badison there will be consequences if she messes with Piper again. She states that Alex and Badison are now partners. ("Double Trouble"

Carol rallies her girls and they chant and harmonise "C-Block" repeatedly. She spits on Zirconia's shoe by accident. The gang war is supposed to go down during the kickball game but both Carol and Barbara aren't there. Instead, they've hidden in a utility closet together. They both change into B-Block (Florida) pink scrubs with the aim of getting in and murdering Frieda in all the chaos. and wait for the fight to begin. Unfortunately for them, their plan goes awry when the fight never breaks out and instead the C- and D-Block girls just play kickball. Barbara and Carol turn against each other, Carol saying that she was only there to kill Frieda, but Barbara accused her of lying, like she does all the time, and Carol using her famous catchphrase,“Bulltrue!”. After a quick flashback to the “Classifieds” joke, revealing it, in fact, happened to neither of them, Barbara’s body can be seen lying on the floor in front of the closet with her throat slit and a dying Carol is crawling away with a shiv in her back before she dies a few seconds later. CO Copeland and CO Alvarez discover their bodies. ("Be Free")


Family Edit

  • Ronnie Denning (father)
  • Alice Denning (mother)
  • Barbara (older sister; deceased)
  • Debbie (younger sister; deceased)



Memorable Quotes Edit

— Carol Denning's catchphrase

Trivia Edit

  • Carol hates baby voices
  • Carol does not appreciate jokes involving incest.

Appearances Edit

Navigation Edit

Inmate Navigation
ICE inmates Santos Chaj  •  Mei Chang  •  Efua Onagbeboma
