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Welcome to Kat Dennings Diaries, a fansite dedicated to the actress Kat Dennings. She became known to the general public as the sassy waitress Max Black in the comedy 2 Broke Girls and in the shoes of the witty Darcy Lewis of the Marvel Cinematic Universe. Kat can now be seen in Hulu's new show Dollface. We aim to be your go-to source for Kat goodness and offer a comprehensive archive of her career and fierceness.
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    Character: Max Black
    Created by: Whitney Cummings & Michael Patrick King
    Other cast: Beth Behrs, Garrett Morris, Jonathan Kite, Matthew Moy, Jennifer Coolidge
    Premiere date: 19 September 2011 (USA)
    Genre: Comedy
    Running time: 22 minutes


    Sassy, streetwise Max works two jobs just to get by, one of which is waiting tables during the night shift at the retro-hip Williamsburg Diner. Sophisticated Caroline is an uptown trust fund princess who’s having a run of bad luck that forces her to reluctantly give waitressing a shot. At first, Max sees Caroline as yet another in a long line of inept servers she must cover for, but she’s surprised to find that Caroline has as much substance as she does style. When Caroline discovers Max’s knack for baking amazing cupcakes, she sees a lucrative future for them, but they first need to raise the start-up money.

    Episode Guide

    Season 1Season 2Season 3Season 4Season 5Season 6
    Episode 01: Pilot When Max Black, a hard-working waitress, is on her job at the local diner, she finds herself caring for a spoiled and pampered rich girl, Caroline Channing, whose father has lost all his money after the government discovered that he was operating a Ponzi scheme to steal money. Caroline quickly learns that living like the “other half” is nowhere near what she had believed it to be, and indeed, that it is actually worse.

    Full Synopsis
    Max Black has worked and fended for herself her whole life at the Williamsburg Diner, where she bakes and sells cupcakes. But Max’s life is turned upside-down when a blonde, spoiled and pampered girl, Caroline Channing, comes into the diner to work and waitress alongside Max. Max soon finds out that Caroline has never worked a day in her life, and that she is the daughter of Martin Channing, a once-wealthy man who had stolen millions of dollars from the city, but is now in jail for his crimes, leaving Caroline to fend for herself.
    After the end of their shift, Max and Caroline put their tips together when Caroline tells Max that she has an idea of how to make some extra cash. According to Caroline, the asking price for “red-velvet” cupcakes in Manhattan is seven dollars, so they sell them for seven and pocket the difference. When Max asks sarcastically if anything about that sounds morally wrong, Caroline says, “It’s not our fault the idiot who makes the cupcakes doesn’t know their worth.” But then, she is somewhat embarrassed when she finds out that Max is “the idiot who makes the cupcakes.” Max then says that nobody would buy her cupcakes for so much, only to have Caroline pull a fistful of dollars out of her handbag.

    Then outside the diner, Max asks Caroline if she has anywhere to stay, and Caroline claims she intends to stay with some friends. Max then goes home to her apartment to find her boyfriend, Robbie, “practising” with his band, who then leave when she says they have to keep the noise down. After they leave, Robbie quickly talks her into bed.

    After a quick accidental lesbian encounter with a black woman on the train, Max finds Caroline sleeping on the subway and when she tries to wake Caroline up, Max gets tasered, Caroline having mistaken her for a rapist. After recovering, Max, who pities Caroline, invites her to stay at her place while she goes to her babysitting job for Peach Landis’s twin babies. While there Caroline tries washing her uniform. This wakes up Robbie, who then turns on the charm and tries to seduce her, but she quickly dismisses him and walks away.

    At the diner, Caroline accidentally lets slip that Robbie tried to seduce her; an angry Max storms home to confront him and discovers him cheating on her with a bandmate. She orders him out of the apartment and returns to the diner, where she discovers Caroline trying to pick up the slack. Max is impressed and helps her serve up the food.

    When Max later asks if she can help Caroline with anything, the two end up bringing Caroline’s horse Chestnut to live with them at Max’s apartment.

    Episode 02: …and the Break-Up Scene Caroline thinks she’s doing Max a favour when she takes it upon herself to facilitate her break-up with Robbie.

    Full Synopsis
    Max and Caroline are living with one another and they are going through some issues with boundaries. Caroline simply does not have any, while Max has many that Caroline needs to respect. Max has made delicious cupcakes and Caroline would like to have her name included on the product. Max is really not into that idea. Not only that, but Caroline thinks that Max is trying to hide her feelings about the Robbie situation from her.

    She thinks that Max should be honest and open about it. Max is not the kind of girl that opens up easily, which of course instigates sarcasm and a serious attitude.

    Caroline is now sleeping in Max’s bed, alongside Max. She learns that Max sleeps with a knife for protection. Robbie comes by and walks in as the two of them are lying in the same bed, because he doesn’t seem to get that they are broken up. He then says that although he did not know what was gong on, it would have been a lot sexier with him involved. Caroline takes it upon herself to tell Robbie to leave and not come back. She gives him his belongings and tells him to go. Max is not happy about this, because she wanted to give him his stuff back and tell him that he couldn’t do better. She said that it was the best part of a breakup, and that Caroline took that from her.

    Caroline gets sick of all Max’s sarcastic insults about her father, and Max’s anger at Caroline getting herself involved in her relationship. Caroline leaves and inevitably comes back completely trashed and apologizes. Max apologizes to her for what she said and admits that she overreacted about the sign for the cupcake business.

    Episode 03: and Strokes of Goodwill A battle erupts over a shirt after Max introduces Caroline to shopping at thrift stores; a sarcastic street artist, Johnny, flirts with Max.

    Full Synopsis
    Caroline needs new shoes, so Max takes her to a Goodwill store to buy new clothes. At first, Caroline is horrified, and even cries when she discovers that a pair of eight hundred dollar shoes she once owned are now on sale for just eight dollars. But after following Max’s advice, she finds a pair of shorts she likes, and does a dance upon discovering they’re being sold for five dollars. While Max is distracted by the “dance”, a Puerto Rican woman steals a Strokes t-shirt Max really wanted, causing her to get angry with Caroline and storm out of the store.

    Later, Max has gotten over the loss of the t-shirt, despite what Caroline thinks, and the two go drinking. Max introduces Caroline to Johnny, a street artist and bar tender. At the bar, Caroline spots the other girl from the Goodwill, and confronts her, leading to a brief catfight which Johnny breaks up.

    The next night, the Puerto Rican girl and her closeted boyfriend turn up at the dinner. Max has a brief verbal exchange with her. Caroline takes things into her own hands by “accidentally” spilling borscht on her, which cheers Max up, but the two are forced to flee when the woman comes after them.

    Episode 04: …and the Rich People Problems Max is for once overwhelmed and impressed when she sees how Caroline once lived when the two break into her old townhouse to retrieve her bite guard. She insists on staying to enjoy the bath, and begins to realize that despite their very different upbringings Caroline has a lot in common with her. At the diner, Han installs a karaoke machine.

    Episode 05: …and the 90’s Horse Party After discovering how many debts Max is dodging, Caroline resolves to clean up her roommate’s credit by repaying a student loan. They decide to hold a ’90s party at the diner when they discover that the hipsters will pay large sums of money to ride their horse, Chestnut. Things go awry when Caroline’s former boyfriend shows up.

    Episode 06: …and the Disappearing Bed Different events test Caroline and Max’s ability to do things for themselves. Caroline had solicited Johnny to help her assemble a Murphy bed she got for the apartment, but Max challenges her to do it herself so that she can follow up on a “weird” interaction between herself and Johnny at the diner. Max herself tries to work up the courage to give Peach a business card for the cupcake business.

    Episode 07: …and the Pretty Problem Caroline enrolls herself and Max in a cake-decorating class to increase their skill level and take their cupcake business to the next level.

    Full Synopsis
    After dealing with some angry, elderly customers, Max is introduced to some business people who really love her cupcakes and suggest that she should sell them at a coffee shop. Caroline and Max meet with a shop owner, but they are rejected on the ground that the cupcakes are “not pretty enough”.

    As a result, Caroline drags Max along to a cupcake decorating class, ran by two bitches who belittle them for not making the perfect rose. After hours of trying, Max and Caroline are given a homework assignment and must make one at home.

    Max, determined to prove that she can do it, stays up all night to make the cupcake. The next day, the bitches insult one of the three Michael’s in the class for not making a good enough rose, questioning his sexuality with the line,” Are you sure you’re gay?”. Caroline refused to do a rose, but Max made a beautiful one. She then smashes the cupcake and presents the bitches with cupcakes that read “screw u” and “bite me”. When the bitches say no one will want to buy Max’s cupcakes, Michael and his boyfriend say they will buy the cupcakes for their wedding shower, and “really let those bitches have it!”

    Episode 08: …and Hoarder Culture Max and Caroline take a job cleaning a hoarder’s apartment for the extra money and find items they can sell. While out with Johnny spray painting a billboard, Max tries to kiss him but is unsuccessful. Later, on the street, she runs into him with a woman named Cashandra (“Cash”), whom he introduces as his girlfriend.

    Episode 09: …and the Really Petty Cash Johnny apologizes to Max for not telling her about his girlfriend, but Max is despondent nonetheless. Cash then hires Max and Caroline to make cupcakes for an art show at which Johnny’s painting of he and Max in a passionate embrace is among the works shown. The two soon realize that Cashandra is trying to make a point to Max and must choose between their money and their dignity.

    Episode 10: …and the Very Christmas Thanksgiving Caroline and Max spend Caroline’s first broke holiday season working as elves at a department store’s Santaland to earn extra money. Max is initially cynical about Christmas, while Caroline, filled with happy childhood memories, is enthusiastic. However, when her hopes of seeing her father are dashed, and Max is unexpectedly promoted to playing Mrs. Claus, their viewpoints change.

    Episode 11: …and the Reality Check With winter approaching, Max persuades Caroline that Chestnut can’t live in their backyard anymore. But Caroline balks at her plan to persuade Peach to adopt Chestnut, since it is part of Peach’s scheme to get cast in The Real Housewives of TriBeCa.

    Episode 12: …and the Pop-Up Sale When Max’s stove breaks, Caroline tries to return some expensive rings to Barney’s department store, but discovers her surname is no longer an asset at her former home away from home.

    Full Synopsis
    We open at the diner. After an opening bit where Earl makes a 3 way joke and Max makes a vibrator joke, we see the employees at their first official meeting. Han told Max earlier to pick up the comment cards so they could have some feedback. The cards say Max is rude, Caroline is hot, Earl wears headphones, and the meatloaf was stale. Han then tries to comment on Oleg’s clothing by saying it was on a comment card, but Oleg calls his bluff and then the two start yelling at each other.

    Back at the apartment, Max tries to light the stove by turning up the gas and throwing matches in it. After Max tells a story about how she burned her eyebrows off when she was younger, Caroline tells her they have to tell the landlord they need a new oven. Max says no so Caroline goes to her plan B: TAT (Thomas Aristotle Thomas) rings. Caroline says she only has to sell one to get a new oven. Max pulls out a picture of her dream oven and Caroline says she’ll get it. Max thinks it’s only a dream oven so Caroline says they’ll go to the cash for gold store the next day and get a regular oven.

    Over at the cash for gold place, Caroline tells Max how she got her rings while they wait. Max then says it’s a bad idea for them to be there and wants to leave, because she doesn’t want Caroline to sacrifice her rings in case the cupcake business fails. Caroline tells her the cupcake business will go up and down and she’s in it for the long haul. They go up to sell the ring and the lady will only give them $275 for it (it cost $2500). After the lady says a rude comment to Caroline, Caroline asks to see her business license so the lady brings out 2 big guys and the girls leave. Back at the diner, Caroline says she knows how to get the full value of the ring. She has to take it back to the store where they sell it, but she bought it 3 years ago from another store in another country. The girls get interrupted by Han and Oleg fighting again. Oleg says Han disrespected him so Max gives him a hug to cheer him up, which worked after Oleg somehow unzipped Max’s work jacket during the hug allowing him to see her breasts.

    The girls then go to the store where the ring was sold. After she tells Max about all the things she learned how to do at that store, Caroline tries to sell the ring but the woman won’t take it back without a receipt. Max tells the woman that the guy who gave Caroline the ring hit her so the woman leaves to see what she can do. Caroline then runs into a guy named Jeffrey, whose life fell apart after Caroline accidentally got him fired. He’s now the manager of the jewelry department at that store so the girls leave defeated. Over at the elevator, Caroline tells Max about pop-up sales, where mini stores pop up to sell stuff and leave. Since Caroline knows the store so well, she knows that the only place there isn’t a security camera is in the ladies room so the girls try to court customers in the elevator.

    Over in the ladies room, the girls are setting up their sale when 2 of Caroline’s old friends suddenly show up. Caroline tells them she has nothing to do with the sale, calls it lame, and leaves after her “friends” drag her to lunch, leaving Max alone to sell the rings. Back at the diner, Caroline apologizes and says she panicked and asks if Max sold the rings. Max says she didn’t and didn’t buy Caroline’s “in the long haul” speech. She says she was right about her and says they don’t need to talk. Caroline says she’s really in it for the long haul and asks if there’s anything she can do to convince her. Max says no and says the two will just have to get by for the short haul. Back at the apartment, Caroline tells Max she’s making cupcakes and shows Max her new dream oven. Caroline got it by going to every gold store in Brooklyn and leveraging the prices against each other until she got enough. Caroline tells Max her future means more to her than her past. The episode ends with Max hugging Caroline. Their cupcake store total is still $621.25.

    Episode 13: …and the Secret Ingredient While immersed in her couponing obsession, Caroline learns the secret ingredient in Max’s cupcakes.

    Full Synopsis
    We open at the diner, where a rude customer is demanding Munster cheese. Max tells him their out and Caroline offers him more choices and a menu, but the guy keeps on being rude, so Caroline tells him off. Next, Max asks Earl about his plans for the next day. He says his plan is not to die in his sleep and Max says she’s going to visit Chestnut. She tells Caroline about this and the many train rides to take to see him. A woman named Rhya comes in and asks for a tampon. Caroline gives her a quarter to get one from the machine in the bathroom. Rhya comes back and says the tampons are actually 75 cents. Max says they’ve always been 25 and goes back to check the price. She sees the price has been raised and calls Han back there and voices her disapproval. He gets uncomfortable and leaves, and then Caroline tells him the 200% hike in the price is unfair and tells him he’s taking advantage of women. Han tries to get Earl on his side but Earl doesn’t agree. Max then demands he roll back the price.

    At a grocery store, Max grabs a birthday card for her mom, which is actually a “get well” card which she says describes their relationship perfectly. Max then grabs 10 things of cake mix and Caroline is shocked to see that Max uses cake mix and doesn’t bake from scratch. Max says she only uses it when she’s tired. Over at the register, Max shows Caroline some carrots she got for Chestnut. The total for their trip is $70.49 and Max pulls out her coupons. Caroline is shocked to see that Max uses coupons and offered to use her tip money instead. Max uses the coupons and gets the price down to $12.70 and Caroline then calls coupons genius. Back at the apartment, Max is making cupcakes and Caroline comes in with 15 chicken pot pies she got for free using double coupons. Caroline also talks about how she found a woman online named the “Williamsburg Coupon Queen” and a coupon for edible arrangements for 40% for Max’s mom. She also pulls out a super pack of tampons.

    Back at the diner, Max is putting the tampons in the straw dispenser. Han tries to stop her but he can’t even say the word tampon. Max, again, tells him to drop the price and Han, again, refuses. After Caroline comes in with a bunch of double coupons for cake mix, Max gives a couple women at the diner free tampons with their checks. She then starts to make a speech about Han raising the price, which cause Han to finally agree to lower the price. Earl calls Max the Norma Rae of feminine hygiene. Back at the grocery store, Max again tells Caroline she can’t believe she’s choosing coupons over Chestnut again. Caroline then recognizes the “Williamsburg Coupon Queen” in the store and goes over to say hi. She tells her about the cake coupons and the woman says that they’re rare. The woman then starts sweeping the shelves of the cupcake mix, which leads to the women fighting with their carts and knocking a man over.

    At the register, Caroline counts 39 boxes of Duncan Hines cake mix and needs 1 more to get $23 back with her coupons. 1 box turns out to be Pillsbury, which Max reveals is the secret ingredient in her cupcakes. Max then admits that she doesn’t know how to bake from scratch and storms out to see Chestnut. Max goes over to see Chestnut at the stables and talks with him about Caroline. Caroline then comes back and says she got the $23 and the Pillsbury mix. She apologizes for going coupon crazy and tells Max it must have been hard for her to learn everything on her own. She also says its how Max has fought that makes her who she is. Max then makes a joke that the real secret ingredient in her cupcakes is chocolate methamphetamine. The total for their cupcake shop is $644.25.

    Episode 14: …and the Upstairs Neighbor Max and Caroline are suspicious of the new upstairs neighbor, Sophie (Jennifer Coolidge), who moves in after the old tenant dies. Their attempts to make friends with her backfire, and they fear that she will report them to the landlord as illegal subletters.

    Episode 15: …and the Blind Spot Sophie tests Max and Caroline to see if they’re adept enough to work as maids for her cleaning business. She is impressed by Max but not Caroline, and suggests privately to Max that Caroline is holding her back and she should let go of her. Max resists the suggestion at first but, when Caroline’s carelessness ruins a batch of cupcakes, finds herself wondering if Sophie has a point.

    Episode 16: …and the Broken Hearts Max opens up and shows some her softer side after seeing Sophie dressed up proves to be more than Earl can handle, leading him to have a heart attack. Caroline attempts to rekindle an old flame she used to have back in the day.

    Episode 17: …and the Kosher Cupcakes Max tries to pass off her cupcakes as kosher when she and Caroline serve them at a boy’s Bar Mitzvah.

    Full Synopsis
    Caroline is freaking out about getting sick because she can no longer afford health insurance. She feels sicker when Han sneezes on her. Han later agrees to pay for a check-up at a pharmacy run by a local Jewish family. She fails to speak with the doctor, but is able to embarrass herself by speaking Hebrew in an offensive manner. The female pharmacist takes an interest in Max, claiming that she was “looking in a mirror” regarding Max’s large breasts and hair. Max gets a cupcake job from her when she overhears a phone call between the pharmacist and a friend who is too sick to bake.

    Max starts making the cupcakes, but is forced by Caroline to start again because they are not Kosher.

    The next day, Max and Caroline attend the bar mitzvah, only to be sexually harassed by the pharmacist’s son and his friend. During the party, the pharmacist notices that Max is sick and puts her to bed.

    Max, feeling guilty from the good treatment she is getting, reveals that she burned some of the cupcakes. As a result, Max and Caroline are kicked out of the party and loose their money, but Max is allowed to keep a cold compress.

    A few days later, Max returns to work, and buys some soup for Caroline who was caring for her. Caroline reveals that in the meantime, she has learned to “stare germs in her face”.

    Episode 18: …and the One-Night Stands After a surprise birthday party for Caroline bombs, Max runs into an ex-boyfriend when she accompanies Caroline to visit her father in jail.

    Episode 19: …and the Spring Break Max and Caroline take a spring getaway dog-sitting at a gay couple’s posh apartment. A series of parties tempts Caroline with reminders of her former life.

    Episode 20: …and the Drug Money In an effort to raise money to help Caroline’s father, Max convinces Caroline to partake in a clinical drug trial.

    Full Synopsis
    We open at the diner, where Max is annoyed by a dog being in the diner. The woman with the dog says it’s her registered emotional companion and she suffers from anxiety, but Max tells her she just has the dog because she doesn’t have a man. The woman agrees with Max. Han is on the phone with his mother and tells Max and Caroline he was apologizing to her for leaving home. Caroline tells him he needs to stand up for himself. Next, Max tells Caroline she’s doing a drug trial tomorrow and Caroline says she’d never do something like that. Mr. Hutchinson, Caroline’s dad’s attorney, then comes in. He tells Caroline the prosecutor is asking her to give a deposition in her dad’s case. He also tells her he won’t do the case, since her dad’s case bankrupted his firm and he costs $1100/hr. Max drags her away and tells her she can make $500 in one night at the drug trial. Max then says she can add both their totals and $100 from their cupcake fund to pay for Hutchinson.

    At the drug trial, Caroline says she can’t believe she’s doing it and Max says to thinks of it as a middle school sleepover. Caroline makes an assumption that there are a lot of normal people there. A girl named Katie then comes up to them, tells them she’s a self mutilator, and asks them if they want to room with her and keep an eye on her. The girls decline. The girls learn that there are 3 people to the room there, so they pick a random girl whose name we never learn to room with them for the night. A guy named Toby comes out and tells them the rules. Half of the testers will get a placebo and the other half will get a drug called Gladiva. Toby then lists the side effects, which include every side effect under the sun.

    We next see the girls in their room eating cookies and playing the game of Life. When their other roommate leaves to pee, Max suspects that she may be suffering from RU: relentless urination. The girl comes out and insists she’s fine. Caroline wants to prepare for her deposition, so she has Max ask her some questions ranging from her middle name to knowing about illegal funds. Later, Caroline wakes Max up and says she can’t sleep because she’s nervous about the deposition. Caroline’s worried she’ll say the wrong things and will make things worse. She’s also sad they’re not asking any personal questions about her dad. Caroline tells Max about her father making her French toast whenever it snowed outside. She then tears up and says she’s afraid no one will know that side of him. Their other roommate breaks the tension by going to the bathroom.

    The girls then show up to Caroline’s deposition, late, and pay Mr. Hutchinson. Caroline tells him she wants Max to stay since she’s nervous and makes her feel better. When the lawyer starts asking Caroline questions, Caroline’s tongue starts to swell and she’s unintelligible. When Max tells Hutchinson that Caroline took drugs the night before, the other lawyer says she’s just another rich girl and says to reschedule. Max then tries to get on his good side by saying that Caroline’s dad is loving and generous, and that Caroline is amazing, so her dad must be amazing, too. Hutchinson tells them they’ll take a short recess until she can speak, and then continue the deposition on him. Caroline tells Max she’s the best. At the diner, Caroline thanks Max for everything she did and gives her the complete series of Law & Order on DVD as a gift (she got it for $30 on the subway). The total for their cupcake shop is $675.

    Episode 21: …and the Messy Purse Smackdown Caroline promises to drop Earl’s tax return in the mail, but gets sidetracked helping Max file hers.

    Full Synopsis
    We open at the diner and find Max sorting through her messy purse. Caroline looks and finds a $200 check from an office party the girls catered. With this sudden new influx of money, Max jokingly announces to the diner that her waitressing days are over, and then gets a man some coffee.

    We next see Earl drinking and sorting through papers in one of the booths. Han asks Earl why April 16th is so important and proceeds to offend by asking Earl if it’s Martin Luther King, Jr. day or if a new Tyler Perry movie came out. Earl tells Han its tax day and he needs to be drunk when he sees his refund. Meanwhile, Oleg tells Max that he’s in love with Sophie and will no longer say inappropriate things to women. Since Max’s purse is so messy, Caroline gives Earl a stamp to mail his tax return. While she’s there, Caroline offers to look at his taxes and automatically saves him $600, so she offers to drop it off in the mail for him.

    Back at the apartment, Max tells Caroline it was cool of her to do Earl’s taxes for him and then asks her if she can do hers. Caroline’s pretty apprehensive and compares Max’s messy purse to her clean and organized one, but says she’ll do it tomorrow. Sophie then knocks on the door pretending to be Kim Kardashian, and then says she’s not her because she actually works for a living. That joke got some of the biggest applause I’ve ever heard on the show. If there’s one thing everyone can laugh at, it’s the Kardashians. Sophie tells the girls that she’s getting ready to date, then Caroline tells her that Oleg thinks that him & Sophie are a couple. Sophie says that’s crazy talk and says their relationship was just sex. Caroline tells her Oleg said it’s not just sex to him and he’s talked about buying her a gift. Max also mentions that Oleg used the word love when talking about Sophie. Sophie says Oleg has not future and she needs a man with a dream and drive. Caroline tells Sophie that she needs to tell Oleg that she’s not interested in going further.

    Max and Caroline then go through Max’s receipts and forms. When Caroline asks to see Max’s form from last year, Max admits she’s never filed her taxes. Caroline has Max throw away her papers, unknowingly throwing away Earl’s tax return as well. Max tells Caroline that she’ll go to a pop-up tax place to do her taxes. We next see the girls at the pop-up place, “The Tax of Life”. A “tax bro” named Kyle does Max’s taxes. Kyle fudges a bunch of deductions on her return, causing Caroline to stand up and take hold of Max’s taxes once more. Even Kyle tells Max that Caroline should do her taxes. Max says she doesn’t want to and will just spend her money on pot. Caroline eventually gets Max to agree to file an extension, and tells her they’ll pick one up when they drop off Earl’s tax return. Caroline then looks in her purse and can’t find it. Max realizes she accidentally threw it out and tells Caroline they have to climb through a dumpster to find it.

    At the dumpster, Max blames Caroline for their predicament and says if she would’ve just left Earl alone, they would be at the post office by now. The girls then hear a garbage truck and realize it’s garbage day, so they dive in the dumpster. Caroline says she wants to die, while Max tells a story about her & her mom going through the garbage for 5 hours. Max blames Caroline again, and then Caroline blames Max. The girls get into a mini food fight and find Earl’s tax return.

    The girls show up at the post office just in time. When Caroline comes back with an extension form, Max calls herself a bum and compares herself to a new mom and blind man in line. Caroline tells her not to be hard on herself. Max tells her the extension is just another excuse for her to put it off and create a bigger mess. After Max sees her dealer at the post office, she tells Caroline to get her W2 from her apartment while she fills out her 1040. Everyone in line helps Max out and Caroline comes back with 30 seconds to spare before the post office closes. Max then races to put everything in an envelope and gives it to the clerk at the stroke of midnight. But there was a problem: she didn’t put a stamp on the envelope! Luckily, the clerk was nice and put one on for her. The total for their cupcake shop is still $675.

    Episode 22: …and the Big Buttercream Breakthrough Max and Caroline are hired by a Manhattan socialite to make cupcakes for her daughter’s first birthday party.

    Full Synopsis
    We open the show, as always, at the diner. In a quick opening bit, Han comes in with a newspaper so everyone can see if they won the $120 million lottery. After Max, Oleg, and Han mention what they would buy (Han would finally subscribe to Netflix!), the group finds out they lost.

    Afterward, Caroline tells Max she printed more business cards so they could hand them out at the Williamsburg crafts fair tomorrow. Sophie then comes in and tells the girls she has a cleaning job lined up for them the next day and Caroline tells her they can’t do it. Oleg comes out and he and Sophie then argue about their sex life. Max compares the conversation to a dirty Downton Abbey. At the fair, Caroline is having no success at marketing the cupcake business. A girl from a funnel cake booth nearby comes over to complain and Max tells her to “stick her finger in a dyke”. I know I should be used to the tasteless jokes in the show, but I’m still surprised every time they go for a homophobic joke. Sigh. After that altercation, Caroline thinks about scaring the customers into having their cupcakes, so Max finally decides to call Sophie so the duo can take the cleaning job.

    Back at the diner, Caroline comes in and tells Max she got a cupcake job after making a call to a connection she knows. The job is for the son of a socialite in Manhattan and calls for them to make 60 cupcakes with buttercream frosting. Max refuses to do it because buttercream is difficult to make. Caroline then tells her that the connection she used was Max’s boss for her babysitting job, Peach, and that Peach referred her to Constance. Max tells Caroline she’s telling Peach that they’re not doing it. Afterward, Caroline walks in on Sophie & Oleg having sex in the freezer. Max then heads over to Peach’s to tell her that she and Caroline aren’t taking the job. Peach tells her she has to do the job and it has to go swimmingly.

    Max and Caroline then head to the train, where Max gives Caroline the silent treatment. Max talks once to mention that she’s worried that their cupcakes won’t survive because of the time constraints and Caroline tells her they have enough time. Like clockwork, the train then halts to a stop and the conductor tells them there’s an obstruction on the track. Later, some workers come to tell the riders that the train’s out of service and they have to walk 2 blocks through the tunnel to the next station. While everyone’s walking through the tunnel, they come across a gap and have to hop across. Max throws the cupcakes over to the worker and hops with ease, but Caroline is basically scared to death and doesn’t want to hop over. After Max cheers her on and Caroline hypes herself up, Caroline hops over the gap.

    Max and Caroline show up late to the party and their boss, Constance, is angry with them. Peach comes in to tell them the cupcakes better be good or Constance will literally kill her. Constance then comes back in the kitchen and Caroline admits the frosting on the cake broke down and she takes full responsibility. Max tries to convince her to go to the deli to fix them up, but Constance apparently had enough. Constance tells Caroline that she’s a bigger con than her father, and Max calls Constance a bitch. Peach tries to defend Max, but after Constance threatens to not invite Peach to more of her parties, Peach fires Max.

    At the diner, Caroline tells Max that the firing was her fault and she feels awful, but Max says she’s the one who called Constance a bitch. Oleg and Sophie then continue their tiff about their sex life. Sophie admits to saying their sex life is good, then Oleg says it was actually love. Sophie tells him it was just sex. Oleg then admits to Caroline that he loves Sophie, and hopes to one day kiss her. Peach comes in looking for Max and apologizes for firing her, and calls it a pretend firing. Peach asks Max to come work for her again, but Max says no, telling Peach she needs to focus on her and Caroline’s business instead. The total for their cupcake shop is still $675.

    Episode 23: …and Martha Stewart Have a Ball (Part 1) A major opportunity for Max and Caroline falls through when her father’s move to a new prison brings her story into the news again. Caroline lies in bed depressed until Max brings Chestnut to cheer her up. After learning Martha Stewart will be attending the Met Ball, they concoct a scheme to get her to try their cupcakes. Max’s mood is then affected when Johnny, whose art has become more successful, comes into the diner to say goodbye to her as he’s moving to Manhattan and getting married.

    Episode 24: …and Martha Stewart Have a Ball (Part 2) After Sophie helps them get proper evening clothing, the girls are forced to ride Chestnut to the ball when Oleg’s car breaks down. They are stymied by the same party planner who rejected them in Part 1, as Caroline is not on the list. Max, however, comes up with a plan to sneak in. Han reveals that he used to be a jockey.

    Full Synopsis
    Following on from the previous episode , Sophie takes Max and Caroline dress shopping so that they can get their hands on some ball gowns. Once they are dressed, they gather at the diner for a photo op, where Han tries to hide his short statue by standing on his toes.

    As they are prepairing to leave, Earl shows up and preseants them with flowers to wear on their wrists. As Oleg starts to drive them away, however, their car breaks down.

    After waiting 45 minutes for a repair, Han shows up on Chestnut, having taken him from Max’s apartment. Max and Caroline ride him across the Brooklyn Bridge and, after flirting with a couple of cops, make it into the ball. Sadly, they are rejected by Paul Platt, so Max decides to sneak in the back way, having catered the event last year. On the way out, Caroline is assualted by a woman in a fur coat.

    Sneaking in the backand dressing up as cateres, they use a food cart to smuggled their dresses into the bathroom. Max is able to change, but Caroline is forced to wait because all the stalls are full.

    While chnaging, Caroline starts to talk about Marthta Stewart, unaware that she is in fact in the bathroom and can hear everything. Martha likes the girls drive, revealing that she has five copies of her cookbook hidden in her purse. She agress to taste the Spring Break Cupcake, and likes it, suggesting it would be popular with stoners. Max and Caroline celebrate having been able to meet Martha.

    In a sub-plot, Johnny shows up at the diner, informing Max that he is getting married, and recives a cold reception. Max encounters him again at the ball while waiting for Caroline to change, where she finally puts an end to their relationship.

    Episode 01: …and the Hidden Stash Max and Caroline go to visit Caroline’s father in prison where he tells them about secret stash hidden in Caroline’s horse-riding trophy.

    Full Synopsis
    The season premiere opens with everyone at the diner staring at a woman who is breastfeeding her son, who is old enough at this point to order a side of French fries from Max.

    Caroline gets a call from her father, and as she is speaking to him, notices a newspaper headline for her family’s estate sale. She calmly snatches it and lights it on fire in the kitchen.

    Caroline comes up, and Caroline asks, for her father via phone, if Max will finally go and meet him. Max readily agrees—until Caroline hangs up and she insists she won’t go, but that you can’t say no to people in prison or they’ll hang themselves with a belt.

    Sophie enters, and Oleg determines to finally ask her out. Sophie wants to go to the Channing family auction and have Oleg buy her something gold, and he readily agrees. Max catches Sophie reading the auction catalog and tries to hide it from Caroline, but it is too late. Caroline is crushed about having to sell all the items from her life and fights with Sophie.
    The two go to see Caroline’s father, Martin, in prison, played by Steven Weber. Max forgets her distrust immediately, smitten by the man. Martin insists that Max make Caroline go to the estate sale, and buy the silver cup won by Caroline when she jumped her horse, Chestnut.

    Excited, Max convinces Caroline they must go, because clearly Martin has hidden money in the cup. Caroline dons a brunette wig and they go to the auction house, sadly admiring all the goods from her childhood that are being sold off. The two win the bid for the cup, and, excitedly, they rush off to break open the base. It is empty. Shocked and crushed, Caroline confronts her father.

    He tells her he wanted her to have the cup as a reminder of the hurdles she must get over. Caroline is wounded, however. She berates him for not taking care of her as a father should. Max is still googly-eyed with lust and not much help in the argument.

    Begrudgingly, Caroline recognizes that her father meant no harm in his gesture, and she and Max end the night with $727 total toward their goal.

    Episode 02: …and the Pearl Necklace The girls are really stressed about Martha Stewart not getting back to them on their cupcake business, so they decide to hunt her down one more time.

    Full Synopsis
    Max starts out the episode with her usual attitude, telling her table, “Hi, I’m gonna be your waitress because my mother drank.”

    Caroline is upset because she can’t find her phone. She calls it, and it rings in Max’s apron. Max confesses she’s been checking it constantly to see if Martha Stewart has finally called them, after getting them all riled up by taking their card. Han shows up with a bunch of swag from his business get together. He announces he is changing the diner to touch screens and machines to move the business into future.

    Sophie comes in to order and Oleg presents her with a gift bag, including edible panties. “They’re crotchless, so less carbs.” Surprisingly, there are also toothbrushes. Oleg wants to leave them at Sophie’s house now that they’re exclusive. Sophie laughs at the thought of them being exclusive.

    At home, Max continues to desperately try and reach Martha Stewart, calling and pretending to be Michelle Obama. She admits that she was a “virgin” before Martha—no one had ever told her she was good at anything. Caroline insists she feels that they will survive and do well. She counts on her lucky pearl necklace to see to it. However, it turns out to be not so lucky, as it breaks, and spills pearls everywhere, including into the batter. Chestnut comes in and starts eating the cupcake batter. While Max insists her luck couldn’t get worse, Caroline proves her wrong and spills batter on head.

    At work, Max wants to go and remind Martha Stewart about them, but Caroline insists she can’t go without her pearls. Han tells them about the cupcake ATM machine invention, which is “Delicious! And no attitude.” Max and Caroline go to see Martha Stewart, and notice the cupcake machine in the lobby. Max wants to mess it up with some spray paint in her purse, but Caroline won’t let her. Nor will she let her put poop in it.

    They go upstairs, and after some cajoling, they finally get the receptionist to let her in. To thank her, they give her a cupcake, and she cracks her tooth on a pearl. The girls head out in shame, but in the lobby, Caroline takes the spray and attacks the machine. She misses entirely, and they dash onto the street.

    Max sees Martha Stewart across the street and runs after her. She is hit by taxi. Shocked to find herself in-tact she agrees there is such a thing as luck. In the diner, Oleg closes kitchen, hitting himself hard with Axe as Sophie comes in. Oleg’s hot glittery date comes in and Sophie scares her away when Oleg isn’t looking.

    “I’m the last person you will see before you learn how to walk again.” She maintains that she doesn’t want him—but where she comes from, they don’t throw things away. Han gears everyone up for the switch to electronics, but when he hits the switch, the power blows. Sitting in a booth, Max gives Caroline the pearls she has collected in a plastic bag, and some cheap wire to rethread it. Caroline confesses she was wearing the necklace the day she met Max, and that is why she thinks it is lucky.

    The phone beeps—it is a message from Martha Stewart, telling them that she hasn’t forgotten about them. The girls have renewed hope.

    Episode 03: …and the Hold-Up Caroline and Max’s true colors are revealed during a robbery at the diner; a new side of Han is exposed.

    Full Synopsis
    Max and Caroline talk about their plans for the evening, and Caroline mentions an art exhibit where a couple just slapped each other. This naturally becomes a slap fest, which Oleg and Han think is a reenactment from Fifty Shades of Grey.

    Via phone, Han’s mom is bullying him. Max tells him to stand up to her, he’s a 53 year old man. Only to find out that he is 29.

    A man in trench coat comes in, and Max approaches him. He asks, “Do you want to live?” Max replies with her normal sarcasm, “Actually today I could go either way.”

    It turns out he has a gun in his pocket, and is robbing them. He has Max load up a bag. When approaching Caroline, she pees herself. Oleg comes out from the kitchen with a bat but slips in the pee. The man angrily demands Caroline come out from behind the counter. Caroline says take Max instead, and throws her in front of her. Han pulls a gun from his “manny” pack, and saves the day.

    Later Caroline and Max are sorting the stuff out of the bag that was supposed to be stolen, and Caroline finds a popcorn coupon for the movies. She decides she want to go to theater, Max says she will sneak her in. At home, Max complains to Chestnut about Caroline using her as a human shield.

    The two go to the movies, but Caroline starts to panic, annoying Max, who is learning new things about her friend. Max expertly walks past the usher and gets them in. They go to concessions, and Max tries to talk the man named Halleluiah into making fresh popcorn, but he doesn’t want to. She snaps at some nerds waiting behind them, defending Halleluiah, and he makes them new popcorn. They sneak into the theater and Max explains to Caroline what happens in a superhero movie. Max turns out to be one of those people that scream at the screen, and they argue again, and Max brings up the human shield once again.

    Caroline wants to leave but doesn’t want to go to a movie alone. They see Han sitting in back. He is sitting with guy and girl, and they mysteriously leave. Curious to see if they’re going to have a three-some, they follow Han, and he goes into the bathroom. Is he a drug dealer? They see him coming back and run, lest they be forced to make conversation.

    On the way back to the movie, the usher asks for the tickets. Max breezes past him, but Caroline panics, and admits she can’t find the tickets, and gets left behind. Han comes up and she pretends he is her boyfriend, and has the tickets, which he can’t seem to find either. The usher tells him it’s a felony to sneak into a movie—and, terrified, Han pees. At the diner, Caroline and Max admit they’re just selfish people. Max does approve of Han for not selling Caroline out. She asks why he was at the movies in middle of day, but he says sometimes people bug him and he needs to get away.

    Max says he’s cool and they’ll hang sometime—in the future.

    Episode 04: …and the Cupcake War Max and Caroline audition to be on the reality show “Cupcake Wars.”

    Full Synopsis
    When customers offend Max by not recognizing her cupcakes, the Brooklyn waitress easily gives up. Hearing this, Han gossips with everyone in the diner, and in doing so, alerts Caroline. As Caroline and Max discuss their cupcake business in the kitchen, a stoned Oleg rattles on about
    nonsense. And when Caroline and Max finish their conversation, Max hand motions Oleg to share the weed before Earl appears from the pantry with a cloud of smoke surrounding him.
    Back at home, Caroline walks in on Max catching up on Cupcake Wars on her laptop. Caroline asks Max why have they not auditioned for this show to which Max tells Caroline that she doesn’t want to be judged if they appear on the show. Although Max appeared nonchalant about not entering the show, she reveals the prerequisites for auditioning, which shows that she did consider auditioning at one point.

    Next thing you know, the girls are having Oleg (of all people) shoot their audition tape in their apartment. Oleg, of course, confuses the shoot to be a semi-pornographic audition. Sophie walks into the apartment and offers Max and Caroline a job for a big party. However, Sophie says the job’s for connections more so than getting paid, so the girls decide not to take Sophie up on the job.

    As Oleg shoots the girls, they look like they have nailed the audition with a cameo by Chestnut. Caroline had said before that she had studied past Cupcake Wars episodes, and each team had at least a brand. In this case, Max and Caroline are the “two scrappy girls with so little you can’t but love them,” or as Max puts it, “the girl who knows how to make cupcakes and the girl who doesn’t.”

    Max and Caroline’s audition tape wins over the Cupcake Wars producers, but when the girls go on the show to compete against a couple of ladies who had survived Hurricane Katrina, the competition is as stiff as stale chips. Initially, Caroline flubbed the intro because of nerves, but overall the girls didn’t do too badly with a new cupcake creation: chicken and waffle cupcakes. Yum!

    Episode 05: …and the Pre-Approved Credit Card Max and Caroline get a credit card and then disagree over what to charge on it. Meanwhile, Earl’s estranged son comes to New York in hopes of becoming a stand-up comedian.

    Full Synopsis
    In the back of the diner, Caroline finds Max trying to extend the life of her lipstick by heating it up, because she can’t afford more. Caroline shows her that her shoe heel is almost falling off, but Max fixes it with gum. Unfortunately, teetering on her heel, Caroline accidentally spills spaghetti and meatballs onto two huge, obnoxious guys. Max comments that those are the biggest balls they’ve had in their lap since starting steroids.

    Sophie visits them at their apartment, bringing back some of their mail that she got on accident–including an offer for a pre-approved credit card. Max insists they can’t have it but Caroline says they have more discipline as adults. Caroline applies and gets approved. She tells Max they need a credit card for the business, and things will be fine if they communicate their purchases.

    Earl’s son, Darius, they learn, is coming in. He is a successful Chrysler salesman in Detroit. Earl also warns them about their credit card. Darius comes in and amuses Max with his snappy jokes, which he follows with, He reveals he quit his job to be a comedian. Caroline accidentally spills soup on him, again, and ruins the only shirt he had to wear to his first night on-stage. Max and Caroline go shopping with him, feeling guilty. He reads them his jokes and they are… not funny, despite him saying “You gotta laugh.” Caroline and Max decide he needs a funny suit, and buy him one.
    They go to the comedy club, Max picking up the drinks on her card so everything will seem funnier to people. She and Caroline also reveal that they bought Darius a beaver puppet to try and perk up his act… but he doesn’t like it.

    Darius goes on stage. No one laughs. Han heckles him and Darius makes a short joke, and everyone finds that funny. He makes fun of members of the audience and kills. Max’s card gets declined. Luckily, back at the diner, Earl wants to reimburse her for everything. Max said she just wanted him to be proud (of Darius), but the way he says that he is proud makes Max blush and smile.

    Max shows Caroline that she cut. They confess they both used their card for another purchase. Caroline bought Max her lipstick, and Max got Caroline’s shoes fixed. They decide to keep the other card but to put it where they are never tempted to reach for it; they ask Oleg to put it down his pants.

    Episode 06: …and the Candy Manwich Caroline is too embarrassed to date an attractive candy-store owner after a humiliating experience in his establishment.

    Full Synopsis
    Max and Caroline, annoyed that the diner is full up of kids using the free wi-fi and only ordering coffee, threaten to pull the plug on the Internet. They’re already annoyed, and Caroline has a table of happy drunk women having a great time. Max and Caroline decide that they hate them for having so much fun.

    Max and Caroline decide they need to have a girl’s day. Sophie comes in and sits at her booth. Han comes and tells her she can’t take a whole booth herself, but Sophie tells him to go stand in the corner and he does, but only because he was going to anyway.

    Max and Caroline go out to dinner, at the “Soup Kitchen.” Only… it really is a soup kitchen, which is Max’ idea of treating to lunch. The two are having a surprisingly good time, enjoying their lunch and their snuck-in liquor.

    “I feel like we’re the hottest people in this room.”

    A hot guy comes in, exciting them, and they ask the serving nuns if they know him. His name is Andy and he opened a candy store across the way. They head over to see him, and Max gives Caroline dibs. They go into the store and introduce themselves to Andy.

    “Marry this guy right now,” Max tells Caroline, and Andy reminds her that it’s a small store and he can hear them. He invites Caroline to coffee. He starts to hook her up with candy, but Caroline seems to be feeling weird all of a sudden. She begins to gag. She tries to stay cool but has to run to the bathroom and vomits noisily. Caroline comes out, sweatily, and Andy asks if she’s feeling better. She pukes on him.

    At the diner, Caroline wonders why Max didn’t get sick, but Max tells her she must still have rich girl stomach. Sophie comes in and kicks a family out of her booth.

    Andy comes in, bringing little bags of candy with invites to the opening of his store. Caroline starts to come out of the back, but, seeing Andy, whirls around and hides in the back. Andy tells Max if he can talk Caroline into going he’ll hook her up with free candy for life. Caroline refuses to go to the party, despite Max telling her she’s missing out.

    Max goes to the candy party, disappointed that Caroline didn’t show. He tells Max he used to work on Wallstreet. Max wants him to come to her apartment and talk to Caroline. They go back to their place but Caroline isn’t there. Max goes to pee, opening the door, and finds Caroline… having a good time with the showerhead.

    At the diner, Max teases Caroline about the situation but she isn’t thrilled. Sophie finds Han in her booth. Sophie just grabs food from the people at another booth, moves it, and settles into her new booth. Andy shows up, and to make Caroline feel better, he is wearing a cropped top and does gymnastics. Caroline agrees to get coffee with him.

    Episode 07: …and the Three Boys With Wood Caroline can’t seem to get Andy more interested once he finds out she’s a Channing; Max brings home two Amish teens and offers them a place to stay in exchange for them building Chestnut a barn.

    Full Synopsis
    Caroline is getting ready for her date with Andy. Andy comes in, and chats with Max. He realizes that Caroline is Caroline Channing. He is floored—he thought she was just a regular girl. They go outside and see Caroline posing next to Chestnut.

    Caroline’s date does not go well. Andy won’t make a move on her, even when she uses her sexy voice. She decides he must be gay. Max reassures her that he is into her, but she won’t listen.

    Two Amish boys enter the diner and pisses Max and tries to get rid of what she thinks are ‘Amish hipster Wannabes’ only they really are Amish. They are on Rumspringa. Max and Caroline decide they can manipulate the boys into building a barn for Chestnut. They bring the Amish boys home.

    Sophie comes in and sees the “two cute puppies in the kitchen.” Max assures her that the boys are just there to build a barn. When Sophie wants to play with the puppies, she gets kicked out.

    As the Amish build the barn and Max comforts Chestnut about his new future home. Caroline comes out for her date with Andy, dressed as slutty as possible. The Amish boys ask Max if they can take off their shirts. Sophie helps from above by dumping a watering can over their muscles.

    At the club, Caroline isn’t successful. She calls Max, annoyed that she isn’t getting anywhere. Max offers to come and “run into them.” She brings the Amish boys with her, afraid to leave them at Sophie’s mercy. Andy knows that Caroline called Max. Max asks him what’s wrong with him—make a move! He reveals the problem: she is Caroline Channing! She was practically a princess. Andy doesn’t feel like he’s good enough for her.

    Max rushes over and tells Caroline to act cheap and unrefined. Caroline attempts to chug draft beer and freak dance with the Amish boy. She freak dances, but Jacob gets a little overwhelmed by her grinding and collapses. Andy kisses Caroline. Jebediah thanks Max for letting them stay and asks her for words of wisdom, but she has nothing to offer beyond encouraging him to enjoy sex and candy.

    Episode 08: …and the Egg Special Max and Caroline try to raise money to rent a storefront for their cupcake business.

    Full Synopsis
    Han is handing out items from the lost and found box to his employees. Including “The Wig,” which everyone has to take a picture in once a month. It turns out that it is Han’s turn to put it on, he does and as they take a picture a man walks into the diner asking if he left his toupee.

    Caroline comes in for her shift with the new episode of Martha Stewart Living. Caroline is holding out hope they will get a mention. Max flips through it, reading over it outloud, she misses the part about Max’s Homemade Cupcakes but Caroline points it out. Martha Stewart had wrote that they were a ‘Williamsburg must have’.

    Caroline gets a text and she assumes that it’s Andy wanting to have sex, and she thinks her life can’t get better, only it can, because it’s multiple cupcake orders. She and Max go to show off their blurb to Andy. Andy doesn’t seem interested and apologizes for not making a bigger deal about their blurb, because people got shot at a drug deal gone wrong at the soup kitchen across the street.

    Max wants to see it. She cuts through the caution tape and opens the door with a credit card. Inside, there is blood splattered everywhere. Andy and Caroline are shocked, but Max wants a picture next to the smears. Andy points out they will never be able to rent it out, and leaves, as he gets queasy. Caroline suggests they rent it for their cupcake shop. Max doesn’t think they’ll have the money, but Caroline points out, “When people die, it’s a buyer’s market.”

    Caroline mentions financing for women opening small businesses. She is excited about beginning their dream. Max points out that she looks like she wants a hug, and she says she does. They stand awkwardly for a moment, and then Caroline leaves.

    Max goes to speak to the people who give out the small business loans. Max’s name gets called, but Caroline isn’t there yet. She doesn’t know how to talk to the woman without Caroline. Caroline runs in, not seeing the woman leaning under the desk to get a new application, yammering about the great sex she had.

    The woman glances over the application, and denies the loan as they have no business history, Max and Caroline then leave. Caroline finds a bank in New Hampshire that might be able to give them a loan. Max says instead, she found stuff on Craigslist she could do to make money. One of them was donating eggs for ten to twenty grand.

    They are distracted by Sophie lowering down a basket and asking for cupcakes. They go to ask her for money with a platter of cupcakes, and find Oleg, naked. Sophie, however, has two rules, never lend money to friends, or drink from a well after a Gypsy.

    Max goes to donate her eggs, accompined by Caroline, but she gets denied because they are looking from people from good schools and good families. Caroline mentions she went to Warton, and she gets on the fast track to become a donor. She panics when she sees how much blood they need to draw from her. She rips the needle out of her arm and blood splashes everywhere. Back at the diner, Earl framed the Martha Stewart blurb. Caroline gets sad; she saw it on the wall of their shop. Sophie writes them a check for her food… for twenty thousand dollars… and tells them to keep it on the condition that they keep the cupcakes coming.

    Episode 09: …and the New Boss Max is conflicted over her new role as a boss, when she and Caroline hire an intern to help get their new cupcake shop ready to open.

    Full Synopsis
    When Caroline walks in late yet again from working on her and Max’s cupcake business, Han has had enough of her tardiness, but Max and Earl cover for Caroline.

    Because of the grunt work from the business, Caroline suggests hiring an intern to which Max shoots down the idea since the person would not be getting paid. Earl concurs, joking that his ancestors were “interns” then, if that meant not getting paid for labor. However, when the shop has rat droppings, Max relents in finding an intern to do the dirty work of setting up traps to catch the rat.

    As the interviews go underway, Max is very clear about not paying the interns and about the rat infestation, which cuts the crowd of potential interns before two women remain. Max is partial in choosing the one with the big chest, as Caroline points out Max’s loyalty to women who have large breasts.

    Cue Sophie walking in with an orchid plant to gift to the girls in congratulating them before taking it back in case rats left droppings on them. Seeing the choice of interns, Sophie also picks the woman with the big chest. Oleg even shows up with a box of mousetraps.

    When the only woman left is a college student looking for a college credit internship, Max and Caroline have no choice but to hire her. Caroline tells Max to delegate the new intern with setting up the traps, but Max isn’t exactly boss material.

    At the girls’ apartment, Max wakes up to Caroline and Andy getting it on. Then, the intern shows up with an enema, which Caroline had called for in order for Max to show the intern who’s boss.

    However, at the shop, Max still allows the intern to have a break, and Max also sets the traps herself as the intern watches.

    Max and Caroline go to the junkyard to obtain some furniture that Caroline had put on hold, but when the intern doesn’t show up, Caroline asks Max to fire her. Max doesn’t have it in her to let the intern go even when the intern accidentally texts Max, referring to Max as “the dumb one.”

    Max is in denial until a hoard of rats attacks the girls, leaving Caroline helpless until Max saves her in a comical fashion. Picture rats flying and a mighty Max pushing a table out of the way. Now, Max has gained the power to fire the intern, and of course, she reacts indifferently.

    Episode 10: …and the Big Opening Max invites former flames to her and Caroline’s grand opening celebration at the new cupcake shop.

    Full Synopsis
    Max and Earl are playing “Marry, Sleep With, or Kill: Diner Edition.” Caroline comes in and messes it up by saying she’d sleep with Earl and marry Max, freaking them out.

    Caroline comes in with the RSVP list for their opening party, thrilled that they are at capacity. She wants Max’s guest list names. Sophie comes in with great news. Her Polish dream house is done! She shows Caroline and Max her picture. Oleg is not pleased to find out that Sophie didn’t tell her about leaving.

    She tells the girls she will see them at the big going away party, but Caroline reminds her it’s the cupcake shop opening party. The girls are getting their party arranged when their doorman comes in, thinking he is working for a charity for boys with un-descended testicles… and eczema. Max gives Caroline her guest list—all ex-boyfriends. Caroline isn’t happy that the launch party is now being used to get back at ex’s rather than making business contacts.

    Andy comes in, and Caroline asks him to go home and put on a suit while Max practices her “suck it” face. They turn on the big lighted arrow, and the shop opens. Sophie shows up for “her” party with a passel of guests.

    The party is going well, there’s a line out the door. The bouncer comes in and tells them the fire marshal won’t let them bring any more guests in until people leave, and Max tells him to make sure that he lets ex’s in. Han isn’t allowed in. Andy comes back in the same sweater, which Caroline finds hot. She likes his disobedience.

    Robby comes in looking for Max, and Caroline sends him to the back after assuring him they did not have sex. He tells her he’s there to make “almonds” since he’s in AA now. He apologizes for cheating on her—like constantly.

    And he stole from her. Her “suck it” phase is over. Another hot man comes in, looking for Max, and she gets flustered. He asks to talk to her in the hall. Caroline tells Andy to keep an eye on them; he broke her heart and she doesn’t trust him.
    Outside, Max asks Johnny where his wife is, and he reveals he didn’t marry her. They go into Andy’s candy store, where he confesses he’s been thinking about her. He called off the wedding because she wasn’t the one, and they kiss. Candy falls on them, and Max screams, “Greatest night of my life!”

    Max and Johnny come out in the morning, where Caroline and Andy are making chocolate chip pancakes. Caroline stares at Johnny in disappointment and distrust. Johnny explains the situation to Andy while Caroline keeps her mouth full of pancakes to avoid making commentary. Johnny goes to the bathroom and Andy points out he seems like he falls in love a lot.

    The first day of the shop’s opening… no one is coming in. Caroline and Max decide they are probably tired from the party. The only have to sell 70 cupcake a day… they try turning the light on and off to bring people in, but nothing happens. At the diner they realize they sold 4 cupcakes to Johnny, so they only need to sell another 140 or so the next day.

    Max confesses she might be making a mistake with Johnny because she thinks she only likes him when he’s not available. When he comes in she brings him to the kitchen to talk—after Caroline reminds him their business is always open to them.

    Max and Johnny agree it’s not the same anymore. They kiss goodbye.

    Episode 11: …and the Silent Partner When Max invites Sophie to become a silent partner in the cupcake business, Caroline and Sophie quickly clash on their vision for the company.

    Full Synopsis
    Still no customers at the cupcake shop. Finally, a little old lady comes in and asks how much cupcakes are. When Caroline tells them four dollars, she leaves. She comes back in and offers them three bucks.

    At the diner Andy comes to visit as Caroline gets a call about the cupcakes, and has to go in the back. He tells Max that he’s nervous because he came to tell Caroline something big—that he’s in love with her. Max tells him the diner is a terrible place to tell Caroline he loves her. Caroline comes back and tells them they sold three dozen cupcakes. Andy leaves without telling Caroline he loves her, determined to find a better, more romantic comedy-esque way.
    And the Silent Partner 1
    Han is manning the kitchen. Oleg left because Sophie came back from Poland depressed—there is no dream home in Poland. She was ripped off. Han suggests that the girls give her the twenty thousand dollar loan back. They insist it was a gift, not a loan. They worry about it though, as they go to see her. Oleg opens the door and asks them if they brought a check. He tells her she’s seriously depressed. They go see here where she sits in bed, and bring her cupcakes, but she’s too sad to eat.

    Max feels bad and gives her the tips she made for the day, but Sophie is now depressed for Max’s measly income. Caroline force-feeds her, nervous about repaying the money. Sophie insists she’s depressed because she lost her dream of the lake house. Max suggests they make Sophie part of their dream as a silent partner.

    Max later apologizes to Caroline for the offer, but Caroline is all right with it. They go into their shop and see Sophie’s blue chandelier hanging. Sophie comes in, happy, but Caroline tells them it’s not their style.

    Sophie shows them they also sell hoagies now. And pickled eggs. And scratch-offs. Andy, in the hall, gestures to bring Max outside. He made a list of romantic ways to tell Caroline he loves her. They settle on hot cocoa while ice skating. Someone who used to know Caroline comes in to say hello. She seems surprised that Caroline owns the little cupcake shop. Caroline pretends she owns a cupcake empire. She finds out that Stacy works in the building—upstairs. Caroline now insists they need to clear out Sophie and the salami.

    When Sophie comes out and suggests they dress up as cupcakes, Max gets ready to fire her. Sophie first tells them that their generosity has given her a reason to get up and over her depression. Sophie comes out and berates them for not being better at passing out samples. Andy walks up, and Max hints it’s a good time to tell Caroline he loves her… but Sophie comes back, with Stacy in tow. Caroline books it but trips and can’t get up in the costume.

    Max drops that Andy was about to tell her he loves her; he has been trying all week but she’s been too preoccupied. Caroline runs off to find him. She bursts into the candy shop, but Andy is in the office. She tells him it can’t wait, and busts the door—but it’s actually the bathroom, and Andy is taking a dump. She gets stuck in the door.

    They confess their love for one another, and then he pushes her free. Max comes in to find out how it went, and Sophie shows up, in the cupcake costume, to show them how it’s done.

    Episode 12: …and the High Holidays Desperate for a way to pay their overdue rent, Max and Caroline get involved with a group of sketchy customers willing to pay top dollar for their cupcakes.

    Full Synopsis
    Max and Caroline are hosting their first cupcake party. It’s horrible. They are dressed in cupcake costumes, and kids are throwing food everywhere.

    Andy comes to see Caroline and asks her if there is a problem with their store. The landlord told him they hadn’t paid rent. He asks if they need help, but Caroline lies about it. Max sneaks off to do a “cupcake run,” which has been bringing in extra money. Caroline follows her, trailing her to a door. She grabs her, but she turns around and it is actually a man with nasty long hair. Max comes up behind her.

    Max explains that her dealer calls her and Max sells cupcakes to the stoners. They drop them off and grab the hundred bucks. Caroline is reassured that they’re not doing anything illegal. Suddenly the SWAT team rushes past them, and busts down the long-haired man’s door. They haul him away while “Carol” screams at him that she told him not to get involved in drugs. Caroline is over the cupcake-to-stoners idea immediately. They sell a box of cupcakes to a woman whose cat died, and find out their other party cancelled. They begin to worry about paying rent.

    Max says she’ll just do more cupcake runs, but Caroline is against it. She goes to borrow the money from Andy but changes her mind. They see the landlord outside, and decide to hit the lights and hide. Everyone crawls to the kitchen. They open the window to sneak outside. Caroline notes it’s a little high, but they jump out anyway just as the landlord comes in. He finds Han standing awkwardly in the kitchen.

    At home Caroline looks for loose change, but finds Max’s huge bag of pot that was given as her Christmas gift. She goes to put it on the shelf but it falls into the pot of melted butter. Max wonders if it’s a sign they should sell drugs. Max bakes the cupcakes anyway, and pressures Caroline into eating one. She thinks it’s amazing and that they should sell them, but freaks out when someone knocks on the door. It’s just Sophie. She recognizes the smell and wants to partake.

    They bring the cupcakes to a friend, and Caroline’s stoned personality comes out—she’s incredibly morbid and freaks everyone out. They decide to get food into her and she’ll be fine, their friend is coming with pizza. The friend shows up and turns out to be Andy. When she sees Andy, Caroline runs away through the window. The next day Max fills Caroline in on what she did, including rolling around in syrup screaming “The Mayans were right!” Andy tries to give her a check but she again turns it down.

    Earl, Han and Oleg come into the shop. They tell them Caroline called and told them all they couldn’t pay their rent, and everyone chipped in. Caroline says she can’t take it, but Han tells them they have to-they’re family.

    Max gives them some leftover “special” cupcakes as a thank you.

    Episode 13: …and the Bear Truth Max, Caroline and Andy spend a disastrous weekend together at a cabin in the woods.

    Full Synopsis
    Max and Caroline are suspicious of the large woman wanting cupcake samples to possibly do a cupcake wedding cake…

    Han is having a drawing to win a trip in the country. Everyone drops in their card, including Sophie, who is all jazzed up to draw the winner. It’s Max’s Homemade Cupcakes. Earl put their card in—and took a few out. He thought they could use a vacation.

    Caroline worries they can’t leave the shop, but Max thinks it will be fine. Andy comes in, and Caroline tells him the news—which he mistakes for an invitation. Luckily, it’s a two-room suite, so Caroline tells Max that Andy will be the third wheel, and Andy that Max is. Andy, Caroline, and Max drive up to the cabin. Caroline gets a call from the possible wedding cake woman, but it drops. Andy reminds her it’s a weekend to relax.

    They get to the cabin, but find out that the adjoining room is not actually included in the package.

    Max volunteers to stay on the couch. Caroline gets a text about a big order… but Andy again reminds her the weekend is supposed to be about them. Caroline goes to the sauna with Max … she promises Andy not to discuss the business, but she does anyway. Two “bears” come to join them… large gay men. One is a dermatologist, one an astrophysicist. They invite them to their cabin to check out face cream. Obligatory face cream jokes ensue.

    At the cabin, dinner is ready—dinner for two. Caroline and Max sit down and dig in, leaving Andy out. Caroline recollects herself, and goes to order her own, but Andy tells her to eat. Instead she goes to take a shower. Andy asks Max for a few hours alone with Caroline for his birthday. Max hides the fact that she didn’t know it was his birthday. He says they haven’t been having sex in a while, since all the issues with the shop. When Caroline comes back out, Max drops that it’s his birthday helpfully. Caroline admits she forgot his birthday was today—it’s tomorrow. Max bangs on the door to the other cabin, and escapes to hang out with the “bears.”Max makes a comment about needing to restart their sex life to her friend, and Caroline gets annoyed that Andy told Max they weren’t having sex.

    Caroline tries to entice Andy to have sex, but makes herself dizzy with her dancing. They sit down and eat. Andy asks Caroline where she sees herself in a year… and she has a great plan. But it doesn’t seem to have him in it. Next door, Max and the bears are in matching flannel nightshirts, having cookies and milk. One of the men drops that he and his lover haven’t had sex in a year. Caroline comes in, and says that Andy has left. She gets into bed and cuddles with them all.

    Back at the shop, Andy comes in. Max goes in the back and Caroline brings out a cupcake with a birthday candle for him. She apologizes. He tells her he admires her ambition, but he wants to be someone she doesn’t have to “get to eventually.” He suggests they take a break.

    She asks if that means a break up, but in a nice way. He thinks it does.

    The wedding cake bride comes in with her bridesmaids for more samples—and they’re all huge.

    Episode 14: …and Too Little Sleep Max and Caroline enlist the gang from the diner to help them bake throughout the night in order to fulfill a giant cupcake order.

    Full Synopsis
    When Andy comes into the shop, he asks Max how Caroline is doing after the break-up, to which she tells him Caroline is fine. However, Max and Andy continue their unexpected animal friendship texting.

    At the diner, Caroline and Max fall asleep at the job only to be reprimanded by Han. The worst part? Caroline’s sleep-deprived state made her forgot about a large order of cupcakes due the very next morning.

    To make the order, Max advises Caroline to fake having “super gonorrhea” to get the day off from work at the diner. Nevertheless, problems arise when Caroline accidentally breaks the oven, and the girls have to return to the diner to make the remaining cupcakes.

    Despite being mad at the waitresses, Han allows the girls to use the diner’s oven. Everyone at the diner agrees to stay after hours with the girls. Oleg, Earl, and Han help out in their own way. Although Earl doesn’t actually work, he provides the liquor for everyone. Meanwhile, Han tries to put frosting on a cupcake without much success.

    After finishing most of the cupcakes, in between Max’s constant texting with Andy and finishing the last batch, Max discovers that she has lost her earrings.
    Caroline grows angry at Max, and Caroline mashes each cupcake to try to find the missing earrings. Caroline tells Max that she should consider the “girl code” of not communicating with her ex in respect to her, but Max being Max is oblivious to it. The girls do not find the earrings, so they have to remake the cupcakes. And guess who shows up to help the girls out?

    Andy must have received a sleep-deprived text from Max, yet Caroline is open to the help. Caroline even chats with Andy about how much she appreciates his help even though the reason they broke up was because Caroline was too concerned with her career.

    The exes give each other closure, and jokes aside, Max and Andy have to end their texting friendship.

    When Caroline realises that Candy Andy closed his store after their break up, she consults a psychic to find out what her future has in store for her.

    Full Synopsis
    At the cupcake shop, Caroline suggests that she and Max get a small business grant, but the problem is that they need a letter of recommendation. The first person who comes to mind is Andy. Caroline already has a letter written, and she just needs her ex to sign it. However, Max discovers that Andy is no longer occupying the candy shop across from the cupcake shop any longer.

    Caroline thinks that she drove Andy away. The matter doesn’t help when a psychic lures Caroline for a reading. The psychic tells Caroline she won’t find love again after Caroline paid her $50 for a crystal that wards off bad juju. Caroline wakes a sleepy Max for advice. Max tries to calm her friend down, but insists that Caroline make her a waffle while they talk it over.

    Their neighbor, Sophie, interrupts the girls. Hearing that the girls didn’t want to ask her for a letter of recommendation, Sophie walks in a bit angry, calling herself,”the shady lady with the illegal business.”

    Nevertheless, Sophie changes her mood when she sees the waffle sitting on the plate. There goes Max’s waffle (technically Chestnut’s). Oleg also pays a visit to ask Sophie to help him apply anti-fungal cream on his feet. Is Caroline really missing out by not being in a relationship? Max doesn’t think so.

    Frustrated over Caroline’s worries, Max accompanies Caroline to the psychic’s place to demand a refund. Instead, the psychic first curses Max. Then, the psychic curses Caroline. Max doesn’t believe in curses because she believes everyone is cursed, yet the moment the girls walk out of the psychic’s place, a man commits suicide in front of them.

    Back at the diner, Sophie saunters in waving a $100 bill. Sophie announces that she found the bill. When Max relays to Sophie that she and Caroline are cursed, Sophie immediately backs away from them even though she had earlier told Max that curses are bogus.

    As Sophie backs away, the shelf behind Max crashes down with all the glass that Max was cleaning. Sophie scurries away out the door. Now, the girls are back at the psychic’s. After the girls pay $50, the psychic lifts the curse. Since the psychic is in a good mood, she gives the girls an extra reading.

    Supposedly, Max will have love and children in her life in spite of her bad childhood, but Caroline will have success and loneliness in her future. The psychic also predicts snow in the future. As Max and Caroline stroll out of the psychic’s place, they reason maybe they can combine their futures, or trade futures. One prediction came true, though: it’s a snowy night in New York.

    Episode 16: …and Just Plane Magic Max meets a guy who works for a record label who becomes so smitten with her that he offers to fly her and Caroline to Los Angeles for the Grammys on a private plane.

    Full Synopsis
    Han comes in to tell the girls he is making a big decision. They are moving to modern ketchup squeeze bottles. They get stuck doing ketchup bottles on a Friday night. Caroline decides they should blow it off and go out. Max realizes the Raveonettes are playing, and they can probably get in cheap.

    They wait in line, but need tickets to get in. A man in a cow outfit offers them for free, if Caroline milks him. Nope. Caroline is disappointed by New York without money. Max offers her purse beer to liven things up, but she wants Max to work her magic. Max kicks the door a few times, but nothing happens. So she kicks a trash can. A European man opens the door. He is with the band. He flirts with Max, and invites her and Caroline in.

    At the diner Caroline is worried. She hasn’t heard from Max since she went home with the guy from the band. Sophie comes in, exercising. Max enters too, wearing new sunglasses. Caroline asks if she slept with that guy and she tells her she really slept with that guy. She’s seeing him again Sunday… and she invites Caroline.

    He’s taking them to the Grammy’s!

    They ask Han if they can get the weekend off, and he and Caroline fight over who loves 2 Chainz more. Max also reveals she has never been on a plane before… let alone a private jet. The girls load onto a private plane.

    They chat with the French stewardess. Max is not sure what to do on the private plane… and Caroline realizes this is her old private jet. She finds an old Chanel lip gloss she hid for emergencies. The stewardess gives them champagne and tells them they are just waiting on one passenger. It’s 2 Chainz. The flight takes off. 2 Chainz dozes, but Caroline wants a picture with him. Max tries to wake him but he is completely out. They decide to take the picture anyway. Max poses with him while he sleeps. Caroline, however, manages to wake him by putting her butt in his face. Caroline raps to him when he wakes.

    The pilot comes back—the same pilot who used to fly Caroline. He invites Max to go see the cockpit. He also hits on Caroline, because now she’s broke, so it’s OK. She agrees to go out with him.

    2 Chainz asks what’s up with that, and Caroline reminds him that she shouldn’t turn down the man flying their plane. In the cockpit, the co-pilot lets Max help fly the plane, while he talks about his previous experience with drugs. The plane makes a strange noise, and Max freaks out and runs back. The plane has to make an emergency landing in Kansas.

    They bunk at a hotel while Caroline calls her pilot. Max’s new “boyfriend” is flying them home tomorrow. Coach. Caroline dumps their vending machine food on the table. Max is upset she’s not at the Grammys.

    They turn the Grammys on and strip to their new dresses, enjoying the night anyway.

    Episode 17: …and the Broken Hip Max and Caroline pay a high price for attempting to remove a street performer away from the entry to their cupcake shop.

    Full Synopsis
    Caroline is surprised to go into the shop and find customers. Max made up a new flyer to bring in the neighborhood hipsters. She renamed all the cupcakes after 1990 characters. A hipster invites her to 90’s trivia night at the hipster bar, but Max hates the idea.

    Outside, a street performer (Andy Dick) has set up and is scaring away customers with his dancing marionette. He makes the puppet hit on Caroline in the creepiest way possible. Max thinks he’s serial killer.

    They chat with him but finally ask him to move. He tells them it’s a public space. Caroline tells him he’s rude, and they go back into the shop. A hipster has dropped a cupcake on the floor, and the man comes in to argue with them further and slips on it. Caroline tries to give him a free cupcake, but, embarrassed, he packs up and goes.

    At the diner, Caroline is telling Sophie how well the cupcakes are selling. Everyone’s happy until Caroline gets sued for injury from the puppeteer—J. Petto. Han tells them accidents like that happen a lot, that’s why all business have insurance…. Only, they don’t.

    Caroline and Max go to see J. Petto to apologize and try to get out of the lawsuit. A puppet answers the door. They go into his apartment, which is full of puppets hanging.

    Caroline points out that he seems fine, although he’s suing for a shattered arm and hip. He tells them he’s suing for his puppet, Pierre, who he landed on when he slipped. Max accidentally lets out they don’t have insurance. He tells them a thousand dollars by Monday to clear the suit, and no more comments from Max or it goes up.

    Caroline suggests they go to the hipster trivia bar and try to have Max win the money. They bring J. Petto the thousand, but he demands another $500, for Pierre’s emotional distress. They shoot down his offer, telling him they don’t have money. Caroline makes Max go in the hall so she can try to talk to him. He won’t be reasoned with. Caroline leaves.

    J. Petto goes to the cupcake shop, which is closed. Max threatens Pierre from behind the door as J. Petto demands his puppet back. He threatens to get the police but Max puts Pierre into a compromising situation with a naked Barbie. They demand a notarized letter exempting them from legal issues, and he finally gives in. He mentions that he’s been doing his job for thirty years—and Caroline worries that they’ll still be broke in thirty years, but Max comforts her and tells her best friends are to keep people from doing stupid things like that.

    Episode 18: …and Not-So-Sweet Charity Max and Caroline try to get a loan from Caroline’s callous aunt when they find themselves in danger of losing their cupcake shop and get an eviction notice.

    Full Synopsis
    When a deaf woman enters the shop with her translator, Max makes a quip about being rich enough so someone could talk for her, but Caroline chimes in, “Max, are you blind? She’s deaf.” Max has been hoping that she would become deaf ever since Caroline moved in with her.

    Hilarity aside, the deaf woman expresses her desire to buy the shop and take over Max and Caroline’s lease. Max agrees right away, but Caroline declines because Caroline believes in their dream. Sophie returns from the restroom, sees the translator using sign language, and assumes he’s doing Madonna’s “Vogue” moves. Sophie mimics the translator’s movements like it’s a dance.

    Despite Caroline’s decline in the offer, the translator adds that they would have to pay six months of rent upfront instead of the $25,000 if the girls were to accept the offer. Max and Caroline find out that a Whole Foods will be moving into their cupcake shop’s neighborhood. Caroline sees this as a sign to keep their shop because customers will come to purchase their cupcakes.

    The only problem is the money needed upfront. Caroline casually mentions her Aunt Charity to which Max tells Caroline why she hasn’t mentioned her aunt sooner. Aunt Charity owns a cosmetic company, and when Caroline was younger, her aunt would lock her in her room and pull her hair, but that’s water under the bridge now, right? After waiting in the reception area for her aunt, Caroline suffers from a round of hair pulling once again.

    Caroline tries to explain to her busy aunt about her start-up company, but Aunt Charity shuts her down. Caroline tells her aunt to look at their meeting as a business proposition, but Aunt Charity tells Caroline if it were really a business deal, Caroline would be trying to sway her aunt with cupcakes.

    That night, Caroline encourages Max to bake some cupcakes for her aunt to impress her. The next day, the girls return to the cosmetic company, yet her aunt is preoccupied with a face peel. And if anyone has a preconception that face peels are supposed to look luxurious, they have not seen Aunt Charity. Covered in a mask exposing the outlines of raw skin, Aunt Charity sounds and look loopy when her niece and Max burst into the room. To numb the pain of her peel, Aunt Charity sucks on medicated lollipops. Max gleefully takes a lollipop, while Caroline pleas with her aunt to help her out. Initially, Aunt Charity stands her ground on not lending Caroline the money.

    Caroline soon discovers that Aunt Charity has been hiding a childhood treasure of hers, a cocoa mug with a seagull on it. When the secretary comes in to change her mask, an angry Caroline insists she will gladly change her aunt’s mask. Caroline peels off her aunt’s mask exposing the raw skin underneath and messily slaps on the new mask. Caroline starts to leave with a dazed Max, but then, Aunt Charity stops Caroline to write a check for her.

    Not so fast. Aunt Charity literally hits the table after sucking on one too many morphine-induced pops and doesn’t finish signing her last name. Caroline figures that she and her aunt have the same last name, so she forges her signature. The very next day, the translator and the deaf woman appear in front of the girls to tell them that the check didn’t go through. That’s when Max and Caroline realize that Aunt Charity stopped payment on the check. The girls are forced to sign their shop away.

    Aunt Charity visits the girls at the shop to tell them that if she had given them the money, they would not have learned anything. Pausing long enough to return Caroline’s special mug, she saunters out. Caroline only wishes there were a sure sign that they made the right move in giving up the shop. Cue an SUV crashing into the shop dodging Max and Caroline by a smidgen. Caroline’s special mug improbably lands unbroken on the SUV’s hood. But a falling ceiling fan then sends the mug shattering on the floor. Caroline takes it all in stride, “Well, I feel sorry for whoever owns this dump!”

    Episode 19: …and the Temporary Distraction When the ladies take office temp jobs, Caroline tries to climb the corporate ladder and Max is hit on by the boss.

    Full Synopsis
    Max warns Caroline that Tina the Turner is a lesbian who could possibly turn heterosexual women gay, but Caroline brushes Max off. Yet, before Caroline realizes what she’s doing, she has already handed the customer her number.

    The next morning, Caroline relishes in not having to deal with the stress of having a cupcake shop. Max relays to Caroline how she has a new temp job. Max even has a blazer specifically for her temp job in the office.

    Caroline follows Max’s suggestion of working as a temp, but Max tells Caroline to dim down her usual bubbly demeanor. The woman dealing with the temps makes Caroline and Max sign a form in case they injure themselves. Caroline asks what are the chances of her injuring herself in an office, to which the woman gives her a “for instance” in a comical attitude.

    Then, the woman tells Caroline and Max to watch the sexual harassment video before they start their job. Caroline thinks the video is a waste of time when she could be doing something more productive.

    Again, the woman gives Caroline a “for instance” situation, but Max chimes in that that sounds like the longest relationship she has ever had. Caroline and Max are sitting in a messy office room watching the sexual harassment video. Max has watched the video before, so she gives a spoiler alert, while Caroline wants to organize the messy room. Eli, the office manager, pops into the room to introduce himself before Caroline and Max situate themselves to work in their desks.

    Caroline excels at working, but Max would rather browse through cat videos. Max points out that the point of working minimum wage is to do minimum work. Seeing that Caroline has overachieved at her tasks, Eli suggests that Caroline apply for the junior executive position.

    When the waitresses are back at the diner, Max doesn’t think that Caroline applying for the position is a good idea. As Caroline fills out her application, Han sarcastically praises Caroline for doing nothing. Max tells Han she should be praised for doing nothing. Earl also thinks he should be praised for doing nothing.

    At the office, Eli announces Caroline as the new junior executive. Caroline cheers followed by Eli announcing that champagne is on him. Max cheers for the champagne. As Caroline and Max toast to Caroline’s new job, Caroline lets Max know that she convinced Eli to hire Max full-time, but Max isn’t too keen on taking on the job. While Max still believes that their cupcake business was a success, Caroline believes otherwise.

    Caroline and Max imitate the sexual harassment video voices. Caroline even reenacts a scene, and Max photocopies her butt. The next day, Caroline meets with Eli and the HR woman, along with Max. Max accuses Caroline of sexually harassing her.

    Caroline is in shock, especially since Max is usually the dirty one, but no one would believe Caroline, especially with the imprint of Max’s butt. Caroline storms off after no one believes her and her appointment to the position has been terminated.

    Over at the diner, Max explains to Caroline that Caroline shouldn’t just hop on to the next dream just because she thinks she couldn’t make it with the cupcake business. Caroline no longer feels defeated with Max’s pep talk. The cupcake business is back on!

    Episode 20: …and the Big Hole Caroline is fired after insulting the diner; Max tries to persuade her to make amends.

    Full Synopsis
    Caroline can’t drown out the sound of Sophie and Oleg having sex. As they’re complaining, Oleg’s leg comes through the ceiling, followed by a bowling ball. At the diner Han asks Max where Caroline is; she is twenty minutes late. She shows up and explains she had to take a nap because Sophie and Oleg kept her up all night, but Han still berates her for her tardiness. Max doesn’t help matters with her usual mocking of Han, and when his argument with Caroline reaches the point that she disparages the diner, he fires her.

    Han insults her cupcake business, and Caroline “quits” and storms out. She is waiting at the door when Max comes home to complain about getting fired. She fumes that Han didn’t appreciate her bringing class and sophistication to his workplace, and she’ll only go back if he apologizes. Max says he told her to say Caroline can only come back if she apologizes. As Oleg and Sophie start making noise again, the bowling ball comes down again.

    Max and Caroline return the bowling ball and find Sophie and Oleg role playing as Beyonce and Jay-Z. They drop the ball, and it goes through the hole in the floor yet again. Caroline tells them they may be crazy in love but it’s driving them crazy. Sophie says they’re not in love, which upsets Oleg.

    Caroline tells them to do it at Oleg’s apartment. Sophie says she has never been there and Oleg tells her it’s actually not that bad. She agrees to go. Oleg confesses to Caroline and Max that his apartment needs work. He asks them to help, and Caroline says she will for a price. Caroline and Max, with bags full of pillows, prepare to help Oleg. Caroline says they’ll just throw the pillows around, but when they go in, they find it is basically a 1980’s sex disco. Caroline cuts the lights and tells them they have a lot of work to do. Caroline accidentally uncovers a ‘Real Doll’. She sends Oleg to get bleach and other cleaning supplies.

    Max tells Caroline to call Han and apologize before the syphilis sets in. Caroline climbs on the water bed to the window to open the curtains, but her heel punctures it. Back at the diner, Earl warns Max that a new girl is there to apply for Caroline’s job. Max takes her resume and tells her the owner hits them, and the girl leaves. Max appeals to Han to hire Caroline back. She ends up inviting Han to hang out with her and smoke weed. They go to Oleg’s, which looks entirely different. Max tells them no one can leave until they talk to each other. Han makes a point of reminding Caroline that the diner she insulted was what took her in when she had nowhere else to go. Oleg comes in, horrified to see how nice his apartment looks, and his sex chair and sex swing missing. Sophie knocks, and Oleg hides them in the closet.

    Sophie comes in and asks if he lives with his mother. In the closet, the sex doll falls on Han, and the door pops open. Oleg explains he hired Caroline to re-do his apartment. He tells Sophie he is in love with her. Sophie admits she likes him a little bit, but wants the apartment back the way it was.

    Han and Caroline make up, and he gives her her job back. They go off to smoke weed, as promised.

    Episode 21: …and the Worst Selfie Ever Caroline spends a night with her ex, but develops a rash the next morning.

    Full Synopsis
    Caroline and Max are overjoyed about their purchases at the Under a Dollar Store. Caroline has her new clean sheets and fabric softener ball, while Max has her steak and “steak-eating chair.”

    The joke is on the girls when Caroline accidentally rips her sheets. Caroline reads from the tag, “Thread Count: Yes. Washing Instructions: Do not wash.” When Max sits on her chair, the chair breaks Max’s fall. Max reads from the label, “Instructions: Do not sit.”

    The next morning Max wakes up to find a candy trail outside her bedroom. Max asks, Andy interrupts Max as he’s in bed with Caroline. “I’m not God, but I do believe I answered your roommate’s prayers last night.”

    While Caroline claims that her night with Andy is just casual, over at the diner, Caroline wants to leave work to see Andy for a breakfast date.

    Out of nowhere, Caroline feels an itch. Max thinks Caroline has to urinate, yet Caroline thinks she has contracted herpes from Andy.

    Han enters the room wearing a suit to meet a woman, who he met online. However, when the beauty comes into the diner and sees Han, she immediately leaves a heart-broken Han.

    Caroline wanted to text Andy about getting together. Max breaks the news to Caroline that Andy is not only dating one individual but several women. She thinks that one of Andy’s lady friends gave her herpes. Over at the apartment, Caroline peruses Web MD to figure out her dilemma. As Caroline and Max look at uncomfortable photos, the photo submitted by Jen from New Rochelle shocks Max. Caroline thinks that she can handle a rash, but Dr. Web says it’s herpes.

    Max asks Caroline if her rash looks like what it looks like in the photo. Caroline can’t bend over to see it, and Max offers to check it out for her. Caroline doesn’t feel comfortable showing Max her private part even though she doesn’t have a problem taking a photo of it and letting Max see. Caroline comically uses flash to take the picture and even decides to use a filter on the photo.

    When Sophie comes in, she immediately calls Caroline’s itchy walk the “Herp Walk.” Sophie, who was a nurse in Poland, demands to see Caroline’s nether region. Sophie says, Sophie suggests Caroline could have slapped a filter on the photo. Caroline and Max go to the clinic. Max reads from a pamphlet stating that one in six could have herpes as she counts that there are precisely six people in the room waiting to see a doctor.

    Caroline points out that any one of the six could have herpes. What about Max? Max says she doesn’t do well on tests. The moment Caroline finds out that the blood test would cost $250, she decides to ask Andy for a loan. Max runs into an old flame, played by Aaron Scotti, prompting her to jot down her sexual history to possibly get tested, too. While waiting for Andy at a coffee shop, Caroline shows Max an update of Jen from New Rochelle, who says that her life has gotten so much better after joining a site called His and Herpes.

    Andy shows up to tell Caroline that he has only slept with two women, but he will get tested. Andy tries to assure Caroline to not go to the worst-case scenario. Caroline says that she might have herpes, he might have herpes, no one will want them, so they might as well get married.

    At the diner, Caroline wants to call the clinic again for the test results before the receptionist from the clinic walks in to relay the results to Caroline without trying to break the law. It turns out that Caroline only had a reaction to the cheap fabric softener she used to wash her sheets.

    In return, the ladies give the receptionist free fries.

    Another woman walks into the diner, where Max points out that she set Han up with Web MD’s Jen from New Rochelle. Caroline hears this and looks on in horror, but Max says it could be an allergic reaction from her laundry detergent.

    Back in the apartment, Caroline decides that after this debacle, she’s ready to get back in the cupcake-making business before Sophie walks in to “solve” Caroline’s problem. What’s Sophie’s solution? “Just don’t tell anyone!”

    Caroline tells Sophie she doesn’t have herpes to which Sophie yells, “That’s it! That’s the way to do it. Problem solved!”

    Episode 22: …and the Extra Work Max and Caroline are invited to be extras on a popular TV show shooting a scene in Han’s diner, but when Caroline catches the director’s eye, he offers her an actual role – with strings attached.

    Full Synopsis
    Max mentions how she knows a guy from Oktoberfest who’s a blacksmith. Yes, very random, but whatever works, right?

    When Max comes into the diner, she relays to Caroline that the blacksmith she once knew now resides in an artisan barn with a lady who makes clothing out of bees. The blacksmith lets Max know that Chestnut has bigger problems: he has a hoof fungus and needs four new shoes. The cost? Fourteen hundred dollars! A casting crew comes looking for a shooting location for Law & Order: SVU. Earl makes a quip about that many White people entering the diner making him nervous.

    Caroline points out that one of them is Asian to which Earl nonchalantly says, “Same thing.” Tom Woo, who looks to be the casting director, introduces himself to be from the popular television show. The moment Caroline gets a glimpse of the handsome director she’s instantly smitten by his ruggedness.

    DJ Kingsley introduces himself to the girls but sees Earl to comment on how his face would suit the show. Max volunteers to be on the show, too, but when the director talks to Caroline, he instantly compliments her.

    Caroline, being Caroline, lists her “credentials.” Where have you seen Caroline in? In high school, she portrayed Fantine in Les Misérables.

    Tom Woo lets the girls know how much they would be getting paid. That means that Caroline and Max would be able to afford veterinary fees for their horse. The casting director talks to Han to see if he would allow for the diner to be used as a shooting location. Max tells Tom Woo that even if Han says no to the proposal, he doesn’t mean it. Han just wants you to flirt with him a little bit.

    When Han starts talking in Korean to Tom Woo, the casting director looks at him funny and says he’s from Pasadena. During the shoot, DJ Kingsley makes flirty comments at Caroline and invites her to his hotel, but Caroline isn’t too keen on having dinner.

    Max points out the obvious when Caroline is hired as the main waitress when another waitress drops out. Caroline is only billed top waitress (although Max could be considered a better actress) because the director likes Caroline. However, when Caroline insists that Max tag along with her to the hotel, all bets are off when the director doesn’t mind some action with Max, too.

    On top of the sleazy situation, Caroline and Max overhear DJ Kingsley talking about his wife and kids. Caroline clarifies with the director that she isn’t comfortable with the circumstances, and DJ Kingsley looks to be fine with it, yet the next day when there’s a reshoot, the director uses Max as the main waitress on the show instead of Caroline.

    While Caroline tries to get in the shot, it looks like she’s not the only one who messes up the shoot altogether at the diner.

    Sophie, who had wanted to be part of the shoot earlier, emerges from the craft service room to demand a part. When Sophie attempts to ruin the shot to talk to the director in regards to a potential role, Tom Woo stops her but bumps into Caroline, who accidentally hits the button that sets off the fake gun shots which explodes in Max’s bosom. It’s safe to say that the girls won’t be featured in an episode of Law & Order.

    Nevertheless, did Caroline and Max get the money for Chestnut’s veterinary fees after all?

    Episode 23: …and the Tip Slip Caroline’s father, Martin Channing, asks Caroline to go on a talk show to defend him when a former employee threatens to defame him in a tell-all book.

    Full Synopsis
    Han is putting together a baseball team for the restaurant league. Caroline throws him the ball and hits him in the groin.

    Caroline and Max go to see Caroline’s father per his request. He needs a favor; a woman who used to work for him is being paid a million dollars to write a tell-all book about him. Sandra Rosenthal. She is claiming they were sleeping together. She is going on “Piers Morgan,” and Caroline says she will go too, to refute her words.

    He wants to speak to Max privately. He asks her to tell Caroline that the woman is also claiming he has a small penis. It may be the lie that got the book sold.

    The girls ride the subway home, with Caroline trying to get it out of Max what happened.

    Caroline decides she has to discredit the woman. She has to show that her father has done good things as well as bad. Sophie comes in and reveals that news of the “wenis” is all over the Internet. Caroline is so stressed she can’t shake her head—Han tries to give her a massage but it’s ridiculous. Sophie offers to treat the girls to a massage at her spa.

    They enjoy their massage, but Caroline still can’t relax knowing that her father will be embarrassed on television. The woman, Sandra, comes in on the cell phone and goes in for a massage. Sophie goes to stop the masseuse and Caroline sneaks into the room, trying to get information out of her. When Sandra realizes something is amiss, Caroline confronts her, telling Sandra that she’s about to tell lies about Caroline’s father on TV. Sandra retorts by claiming that she did sleep with Caroline’s father on Caroline’s bed and Sandra threatens to embarrass her too, but not before embarrassing her at the spa there and then by telling everyone that Caroline inappropriately touched her. Luckily, Caroline’s muscle appeared in the form of Sophie, who had apparently been listening behind the door.

    Caroline goes to “Piers Morgan,” uncertain now of the truth. Max goes through the pictures of Caroline’s father that she was planning to use to prove he helps people; a photo of him in a swim suit reveals that Sandra was lying about the small penis.

    They go on the show, and Piers brings up the small penis. Caroline doesn’t answer, but asks Sandra about lying about her finance degree. Max tries to get Caroline to show Piers the picture. She finally crawls up and puts the phone in front of him.

    Piers closes the interview—she and her book lack credibility.

    Episode 24: …and the Window of Opportunity As Caroline and Max deep-clean part of the diner for Han before a health inspection, they make a discovery that could help relaunch their cupcake business; Sophie and Oleg break up after he cheats on her.

    Full Synopsis
    Over at the diner, Han preps his staff for health inspection. Han pays show pony Caroline to get a manicure; has Earl clean his cash register area; sanitizes Oleg with triple hairnets; and pays Max off to stay away from the diner. Han is determined to get that A-rating. While Caroline was getting her manicure, she heard about a branding seminar that she wants to attend with Max. Max isn’t too keen about any seminar.

    When the health inspector comes, she’s charmed by Han’s politeness and tells Han she’ll inspect the men’s restroom first because that’s considered ground zero of waste. Caroline gives Max a flier she printed for their yard sale, so they can make $600 for the seminar.

    At the girls’ apartment, Caroline and Max have their yard sale set up before Sophie walks in with a few of Oleg’s belongings. Sophie divulges that Oleg’s been leaving too many of his items at her place. Caroline puts her two cents on Sophie’s relationship with Oleg by saying that Sophie has intimacy issues with him now that Oleg has told her he’s in love with her.

    Sophie makes an indirect ultimatum about how if Oleg doesn’t change, he’s out. Afterwards, Miss Trudy, Dennis Endicott III, and their bird arrive for the yard sale. While everything seems like garbage or as Caroline considers “vintage,” the Trudy bunch isn’t really interested in anything except for Max’s nugget Happy Meal collection. Even though the Trudy bunch offers Max a large sum of money, Max declines. As the Trudy bunch exits, Dennis tells Trudy that she’ll pay for it with a punishment pillow because they never got anything good.
    Back at the diner, Han opens the envelope to reveal the restaurant rating result. It’s a B-rating, which Han isn’t pleased with. Han stomps off to contact the health inspector about the rating.

    In the diner’s kitchen, Oleg is about to go home to Sophie when Caroline spills the beans on Sophie feeling smothered. Although Max tells Caroline to mind her business, Caroline doesn’t stop telling Oleg the truth. Oleg has had enough and no longer wants to change for Sophie. He charges out of the kitchen without his sanitized kitchen attire, stripped down to his underwear. Han enters the kitchen to announce how he wants to die. Han tells Caroline and Max the reason why the diner received a B-rating was because there was a backroom that needed to be cleaned while no one even knew there was a backroom.

    When Han attempts to push over the shelf that blocks the door to the backroom, the shelf barely budges, but then, Max pushes the shelf with ease and kicks open the door without a problem. Max offers to clean the room to get the money for the seminar even though Caroline thinks it’s easier just to sell Max’s nugget collection.

    As Caroline and Max clean the room, a nest of dead roaches lands on Caroline terrifying her. Max gives in to selling her nugget collection, so that Caroline doesn’t have to continue cleaning.

    However, at the apartment after Max makes peace with parting with her collection, a distraught Sophie visits Caroline and Max in a fit of rage over Oleg cheating on her. Sophie says her apartment has too many pretty belongings, so she destroys the girls’ items, including Max’s nugget collection. Sadly, Caroline and Max have to return to the diner to finish the job for the pay.

    As the waitresses wash down the walls, they clash over their differences in what they want for their cupcake business. Just when Caroline and Max are at a breaking point, Max accidentally electrocutes herself and collapses. This sends Caroline in panic mode, as she tries to revive an unconscious Max with CPR. Max revives as Caroline explains what happened. Caroline opens the window and lets Max breathe some air.

    A hipster passes by and asks if it’s a store. Max suddenly comes up with an idea that this might be their window of opportunity.Sophie passes by and asks the girls if they’re ‘turning tricks in a window like they do in Amsterdam’. Max replies no and says that they might’ve found their new cupcake shop. Sophie finds Oleg car and smashes its window with a hammer. Caroline comments ‘Well, some people open windows, some people smash them’.

    Episode 01: …and the Soft Opening Word about a shocking incident involving a celebrity brings customers to Max and Caroline’s new cupcake window.

    Full Synopsis
    Max addresses a dining patron’s question when he inquires about the menu. She goes off on an impressive recap of pop cultural events that had occurred this summer. Then, she asks Caroline if there’s anything new to which Caroline talks about the royal baby smiling at the Queen. Of course, the customer meant anything new with the menu. Caroline asks Oleg if the diner has started washing the forks. Oleg shakes his head. The patron looks appalled but continues to check out the menu anyway. End scene. After Caroline and Max’s shift at the diner, the girls change into their cupcake business attire.

    When Caroline points out the logo on her and Max’s shirt to Earl, Earl asserts that he makes it a point not to stare at the ladies’ chest. Max comments that Earl is one in a million who doesn’t stare at her chest.

    Caroline and Max are giving another go with the cupcake shop. Despite Caroline’s initial enthusiasm, Max tells Rachel Ray here to cool it, so they don’t get their hope’s up. Caroline and Max show Han and Oleg the backroom, where the cupcake shop is set up with a window facing the streets. The waitresses are opening the cupcake shop this late to lure the after drinking hipster crowd.

    A knock on the window prompts the girls to rush to open it before Sophie surprises them by blowing on a party horn. Although Caroline feels touched, she attempts to contain her excitement by assuring Sophie that it’s a soft opening.

    Sophie says that she loves a soft opening before blowing on her horn as Oleg greets his ex. Caroline apologizes for the awkward run-in. Max even says that she’s suffering from PTSD (post traumatic Sophie drama), but the two former lovebirds maintain that they are “friends.” After Sophie gives her horn one more good blow, she exclaims at the customers who are making their way to the window. Caroline and Max await their first customers, one of whom hits his head on the counter while eating a cupcake.

    Later on, Caroline and Max discover that the man who died in front of their shop turned out to be a rock star. This ignites a fan base ready to purchase cupcakes from Caroline and Max.

    As the girls cash in on this mourning vigil, Han confronts Caroline and Max on how they should start paying rent now that they are taking advantage of the incident. Caroline and Max don’t want to pay rent, and an angry Han turns the tables on them by stealing the fan base by moving the vigil in front of the diner. Ready to move back the vigil in front of their shop, Caroline and Max watch as mourners turn on Han who had lied to them on where the rock star truly bit the dust.

    Out of kindness, Max defends Han even though Caroline took a lot of convincing. However, at the end of the night, the ladies and Han make up. The usually frugal boss offers to let the girls run their business rent-free until they can get things up and running.

    Episode 02: …and the Kickstarter Caroline tries to raise money for a pricey pair of pants through a fundraising website; a smartphone comes between Max and Caroline.

    Full Synopsis
    As Max waits on a pair of rude texting customers, she interrupts them by blowing a plastic straw wrapper at them. Once Max gets the girls’ attention, she learns of their Kickstarter passion project: candles with arms.

    The customers insult Max by saying that she can’t just want to stay a waitress her whole life. An offended Max goes off on the customers before Caroline chimes in, “You know we work for tips, right?” “Yeah, this one got away from me,” Max says indifferently.

    When Han announces that Max’s side work is about to begin with Caroline, Max says, “Hold up, girl,” to which Han says it’s not appropriate to talk to him that way. Max throws Han a few offhand gender jokes before Han says, “Keep it up Max and one day I’ll show you my penis, and you’ll be sorry.” With a great pause, Max says, “Yes, yes I will” before she goes to find Caroline staring out of their cupcake shop window.

    Mesmerized by the model working her outfit for a photoshoot, Caroline is jealous of the new clothes the model gets to wear. Caroline laments that everyone has new clothes to wear, even the homeless lady with the beret. When Max suggests the Kickstarter program to fund new clothes for Caroline, the former rich girl gets a gleam in her eye.

    Max also receives a letter about upgrading her flip phone. As Max declares her love for her old cell phone, Caroline has an urge for a new set of pants, especially when she rips her pants.

    At the cell phone store, an unsure Max has second thoughts about getting a new phone, but Caroline convinces her to stay all the while trying to staple the back of her pants together in a hilarious fashion. A store associate assists Max with a new phone and comments on what’s going on with Caroline.

    “Her staples popped,” Max says. “Lap band? Happened to my cousin. She had a Diet 7-Up and exploded.” The associate continues, “Then, she got M.S. According to Judge Joe Brown, it was not related.” After Max gets her new touch screen cell phone, the fun begins.

    Meanwhile, Caroline gets her Kickstarter project started by asking Max to film her in a paper bag to beg for donations. The donations begin pouring in, and Caroline gets her expensive pants. Nevertheless, all seems well for the waitress besties until Max accidentally sends a chain text complaining about how sick of Caroline she is. Caroline finds out about the message and feels hurt that Max would say that, although Max does make a good point that she makes worse comments at Caroline. Caroline claims that this time it’s behind her back. She then says “I love you” to Max and they reconcile.

    Episode 03: …and the Kitty Kitty Spank Spank When Max becomes smitten with an old stray cat that’s been hanging around the apartment, Caroline tries to convince her they need to find it a better home. But just when they think they’ve found one, the cat’s fate takes a turn.

    Full Synopsis
    Max wakes up Caroline, hearing the calls of a homeless cat. She cajoles Caroline to let the cat come in, Caroline insists that they can’t become cat ladies. Sophie bangs on the door, unable to sleep because of the cat yowling. Sophie tells them in Poland, if you die outside, you’re reincarnated as a cat, so never let a cat in. Max ignores them both and sneaks it in through the window.

    And the Kitty Kitty Spank SpankThe next day, the girls try to find the cat a home, but no one is interested. Max is happy to keep it. A woman at the diner overhears that they’re looking for a home for it, and says she’d be interested. They bring the cat to see the woman. They go into her apartment, and find it covered with cats. Max pulls Caroline aside to tell her they can’t leave the cat in that situation. Caroline says they’ll have to bring the cat to a shelter, but Max says she’s not pretty enough to get adopted.

    They sit on a stoop in Park Slope and ask passerby if they want a cat. No one will take her. They decide to leave her in the rich neighborhood, where she will hopefully have a better life. The cat rubs on Max, but she puts it through an open window of a fancy townhouse.

    At the cupcake window, a woman comes up with a poster for her missing cat. They pretend they haven’t seen it. They show Sophie the poster and explain the situation, and Sophie thinks it’s her dead friend Nancy, who has come back to haunt her for never apologizing for a fight.

    The girls go back to the neighborhood hunting for the cat, bringing the owner with them. They don’t find her, until Max pretends to be Sophie and calls for Nancy. The woman isn’t that excited on finding the cat and explains that it’s her boyfriend’s cat and she doesn’t really care for it.

    Max stalks her on Facebook and finds no pictures or notes about the cat, Jinxie and Caroline starts to feel guilty. She finds the cat and brings it back to Max, newly named Nancy. Caroline says she went to the apartment and asked for the cat, and they just gave it to her. Sophie comes in and freaks out when she realizes that Nancy is there. While they were all talking, the cat had snuck out through the open back door, they find Nancy perched on Chestnut, calm and happy.

    Episode 04: …and the Group Head When Max and Caroline can’t figure out how to use the new cappuccino maker they bought for their cupcake business, they take temporary side jobs as baristas at a coffee house to learn the ropes.

    Episode 05: …and the Cronuts When Max and Caroline start losing business to the new “cronut” craze (half-croissant, half-donut), they come up with their own trend: cake fries.

    Full Synopsis
    Caroline points out that there are only a few cupcakes left and assumed that the bulimic girl would come and get them. She asks Max if saving the cupcakes for her would hurt the girl or help her. Anyway, Max tells Caroline that the girl is in the restroom.

    Han announces himself when he appears before the waitresses. The owner of the diner claims to be looking good lately with his “two-pack” abs, but Caroline and Max can’t help but make jabs at him.

    Caroline decides to give away the last red velvet cupcake because she doesn’t think her promotional tweeting is helping the slightest.

    However, when the Blossom look-alike declines the cupcake to make room for a cronut, Caroline comments on her outfit and stomps off.

    Caroline elaborates on the cronut, and Max looks intrigued before Sophie walks in saying that she just got her hand on a cronut after waiting in line for two days. Sophie shows the girls multiple photos of her journey waiting in line for the cronuts.

    When Caroline and Max line up for the cronuts to do research on the trend, Max insists that she’s a pro at cutting in line, but when she tries to do so, the line of people get angry. Afterwards, an arguing couple line up after Caroline and Max, but the woman gets a little too impatient and pushy in line.

    Despite their differences, the girls still try to get along with the couple, yet when the couple cuts right in front of them at the very last minute, it costs Caroline and Max their cronuts when the bakery sells out of them.

    Caroline suggests that she and Max sell cronuts and then switch them out for their own cupcakes when they run out just to lure customers. Caroline turns to Craigslist to find some cronuts in the “black market” but ends up purchasing from a male prostitute who happens to also sell cronuts.

    While Caroline plays good cop, Max plays bad cop to the point that she scares away the prostitute into a good deal with the cronuts.

    Nevertheless, when Caroline and Max try their hand at selling cronuts and then switching to their own cupcakes, the line dies down immediately.

    On a random note, Max dips some fries into some cupcake frosting prompting Caroline to try. Next thing you know, Caroline has a eureka moment to push this new trend.

    At the diner, the two decided to ask for some opinions regarding their new dessert as they assembled a focus group. Sophie comes in the diner announcing she’s bisexual now and has brought a date. Sophie says that she’s gotta keep up with the trends that’s why she’s bisexual. Everyone commented positively on it with the exception of Sophie’s date saying that cake fries are gross and messy.

    The cake fries became successful, even a sad girl smiled with their cake fries, they also sold out their new dessert. Caroline and Max closed their shop as Caroline talks about that cupcakes, cake fries and cronuts doesn’t matter because their going to be successful because they have the two things that really matter, and that’s themselves.

    Episode 06: …and the Piece of Sheet Blessed with some extra money, Caroline decides to splurge on some luxuries, including a new bed skirt for Max. However, unbeknownst to Caroline, Max’s old pillow case had sentimental attachment to it.

    Full Synopsis
    Max and Caroline are thrilled to find themselves with extra money. But Caroline’s thrill ends when her hair extensions start falling out. Embarrassed, she denies it at first, but confesses to Max that she has them. She uses their joint funds to buy new extensions, plus new pajamas for herself. She buys Max new bedding, but Max reacts with indignation, much to Caroline’s dismay. It turns out that Max is unable to sleep in the new sheets, and she demands her old ones back. Caroline replies that she put them in the Salvation Army donation bin, and Max drags her out to retrieve them.

    Max reveals that it’s her old pillowcase that she misses most. Though the girls successfully access the bin, they give up upon discovering that a homeless man has claimed the bin as home. Max goes to Sophie’s to get a sleeping pill, which Caroline refuses to let her have until she tries sleep coach techniques on Max. This fails, and Caroline can’t understand Max’s attachment to her old pillow case. Max accuses her of having a similar problem with her hair – specifically, the extensions. They get into a fierce argument and Caroline storms out.

    At the diner the next day, Caroline warns Earl that a sleep-deprived Max will be in a bad mood. She presents Caroline with a bag which she says is a repayment gift for the new sheets. Caroline is shocked to discover a rather ugly wig, which Max challenges her to wear to prove she doesn’t have an unhealthy attachment to her hair. She does, and embraces her new look. At least, until a customer she has a thing for enters the diner, and she flees to avoid him seeing her wigged out.

    Later, the girls are at home on the sofa. Max can’t believe she still hasn’t slept, and Caroline admits to having an attachment to her hair. They make up from their earlier argument, and to help her sleep, Caroline offers let Max rub the edge of her pajama top, since it has a physical feel similar to Max’s pillowcase. This succeeds, but Max applies a hard sleep grip to the hem. Caroline is forced to use scissors to cut the edge and free herself, whining that she can never have anything nice.

    Episode 07: …and the Girlfriend Experience After sending a picture of a stripper’s face to his mother and claiming she is his girlfriend, Han needs Caroline and Max’s help finding the stripper when his mother comes to visit.

    Full Synopsis
    Han is in trouble. His mother is coming to visit from Korea. She thinks he has a girlfriend. Han may have sent her pictures of a stranger and told her that was his girlfriend.

    And that girl might be a prostitute with a website. Caroline tells him to just go and hire her. Han says it didn’t work last time he went (he wasn’t allowed in), so he asks the girls to go for him.

    Max and Caroline go to the strip club where the hooker works, but June tells them that she has to dance or her boss will fire her. So she gives each Max and Caroline a lap dance, until Caroline jumps up and turns on the lights – asking June if she’d accept their offer. June tells him she can give him the “Girlfriend Experience Package.”

    Han’s mother comes to the diner, and gets introduced to everyone. Caroline reveals that she speaks Korean. Max does not. Han’s mother takes an instant dislike to the busty Max.

    Han tells his mother that his girlfriend will be by for dinner the next day. Oh, and that June’s a brain surgeon. Han suggests the girls brief June on her character before the dinner.

    Han goes to their apartment, and June arrives. To help Han calm down, Max gives him some weed. Sophie comes in with crosses for June to wear, and is clearly not buying June and Han as a couple. June thinks she can easily fake being the perfect girl she’s supposed to be.

    Han and June are late for dinner. Han’s mother talks with Caroline and Max while they wait, excited to meet this Christian brain surgeon who is also a classical pianist. They arrive, and June fudges her lines. Mrs. Lee asks June to pray, and she yells “Oh, God,” over and over. Mrs. Lee notes that the piano is free, and suggests June play. Han begins to panic, and asks Max for more weed. They smoke in the bathroom. Mrs. Lee comes in, and Han hides. Mrs. Lee accuses Max of being after Han because of all of the whispering to him she has been doing. She insults her.

    Han comes out of the stall to defend Max, joint in hand. He confesses he has paid June, so she would think he was happy, like her and his father.

    She takes a hit and confesses that Han’s father cheated on her and they are not together. She and Han make up.

    They shouldn’t have worried. When they come out of the bathroom, June is playing the piano beautifully.

    Episode 08: …and the ‘It’ Hole Caroline is excited about her date with a surfer, until she gets stood up for the first time in her life.

    Episode 09: …and the Pastry Porn Caroline tries to convince Max to apply to the Manhattan School of Pastry.

    Episode 10: …and the First Day of School On her first day of pastry school, Max finds a friend in the class-clown. Meanwhile, Caroline starts to develop a crush on Max’s instructor.

    Episode 11: …and the Life After Death Caroline learns that her childhood nanny passed away and brings Max with her to attend the funeral. But once there, she discovers that the woman never spoke of Caroline to her own family.

    Episode 12: …and the French Kiss Shortly after enjoying a steamy kiss with Max’s instructor, Caroline learns a rather unsettling secret about him.

    Episode 13: …and the Big But Max finds herself wanting to be more than just friends with her pastry school partner, Deke. Meanwhile, Caroline is “hot for teacher”.

    Episode 14: …and the Dumpster Sex When Deke takes Max to his place after a great first date, his “home” is nothing like she expected. Meanwhile, Caroline feels empowered – then scared for her life – after having a suspicious car towed from in front of their cupcake store.

    Episode 15: …and the Icing on the Cake

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    Episode 16: …and the ATM

    Episode 17: …and the Married Man Sleepover

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    Episode 18: …and Near Death Experience

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    Episode 19: …and the Kilt Trip

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    Episode 20: …the Not Broke Parents

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    Episode 21: …and the Wedding Cake Cake Cake

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    Episode 22: …and the New Lease on Life

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    Episode 23: …and the Free Money

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    Episode 24: …and the First Degree

    Episode 01: …and the Reality Problem

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    Episode 02: …and the DJ Face

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    Episode 03: …and the Childhood Not Included

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    Episode 04: …and the Old Bike Yarn

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    Episode 05: …and the Brand Job

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    Episode 06: …and the Model Apartment

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    Episode 07: …and a Loan for Christmas

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    Episode 08: …and the Fun Factory

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    Episode 09: …and the Past and the Furious

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    Episode 10: …and the Move-In Meltdown

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    Episode 11: …and the Crime Ring

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    Episode 12: …and the Knock-Off Knockout

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    Episode 13: …and the Great Unwashed

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    Episode 14: …and the Cupcake Captives

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    Episode 15: …and the Fat Cat

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    Episode 16: …and the Zero Tolerance

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    Episode 17: …and the High Hook-Up

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    Episode 18: …and the Taste Test

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    Episode 19: …and the Look of the Irish

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    Episode 20: …and the Minor Problem

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    Episode 21: …and the Grate Expectations

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    Episode 22: …and the Disappointing Unit

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    Episode 01: …and the Wrecking Ball

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    Episode 02: …the Gym and Juice

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    Episode 03: …and the Maybe Baby

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    Episode 04: …and the Inside-Outside Situation

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    Episode 05: …and the Escape Room

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    Episode 06: …and the Not Regular Down There

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    Episode 07: …and the Coming Out Party

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    Episode 08: …and the Basketball Jones

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    Episode 09: …and the Sax Problem

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    Episode 10: …and the No New Friends

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    Episode 11: …and the Booth Babes

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    Episode 12: …and the Story Telling Show

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    Episode 13: …the Lost Baggage

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    Episode 14: …and You Bet Your Ass

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    Episode 15: …and the Great Escape

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    Episode 16: …and the Pity Party Bus

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    Episode 17: …and the Show and Don’t Tell

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    Episode 18: …and the Loophole

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    Episode 19: …and the Attack of the Killer Apartment

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    Episode 20: …and the Partnership Hits the Fan

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    Episode 21: …and the Ten Inches

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    Episode 22: …the Big Gamble

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    Episode 01: …and the Two Openings: Part One

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    Episode 02: …and the Two Openings: Part Two

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    Episode 03: …and the 80’s Movie

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    Episode 04: …and the Godmama Drama

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    Episode 05: …and the College Experience

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    Episode 06: …and the Rom-Commie

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    Episode 07: …and the Sophie Doll

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    Episode 08: …and the Duck Stamp

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    Episode 09: …and the About FaceTime

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    Episode 10: …and the Himmicane

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    Episode 11: …and the Planes, Fingers and Automobiles

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    Episode 12: …and the Riverboat Runs Through It

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    Episode 13: …and the Stalking Dead

    Episode 14: …and the Emergency Contractor

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    Episode 15: …and the Turtle Sense

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    Episode 16: …and the Tease Time

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    Episode 17: …and the Jessica Shmessica

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    Episode 18: …and the Dad Day Afternoon

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    Episode 19: …and the Baby and Other Things

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    Episode 20: …and the Alley-Oops

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    Episode 21: …and the Rock Me on the Dais

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    Episode 22: …and 2 Broke Girls: The Movie

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    Max Black

    Max’s wardrobe is colour-coded as she tends to wear dark and strong colours (even more so when compared with Caroline), even black, to accentuate her cynical nature.

    Max’s character tropes include: miss fanservice, deadpan snarker.

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