Experienced waitress Max Black meets her new co-worker, former rich-girl Caroline Channing, and puts her skills to the test at an old but re-emerging Brooklyn diner. Despite her initial distaste for Caroline, Max eventually softens and the two team up for a new business venture.
Max gets upset when Caroline keeps meddling in her business, but the situation only gets worse when Caroline steals Max's break-up scene.
Max introduces Caroline to the art of thrift store shopping, which takes a dangerous turn when a battle erupts over a T-shirt.
Caroline asks Max to help her break into her former townhouse to retrieve her much-needed night guard.
Caroline and Max throw a '90s-themed party at the diner to attract rich hipsters and raise money for their cupcake business; Caroline is horrified when her rich ex-boyfriend comes into the diner.
Caroline and Max try to install a Murphy bed in their apartment.
Caroline persuades Max to take a cupcake-decorating class.
The two take a job cleaning a hoarder's apartment for the extra money; Max learns that Johnny has a secret.
Johnny's girlfriend has a devious plan in mind when she hires Max and Caroline to bake cupcakes for an art show featuring his work.
Caroline and Max spend Caroline's first broke holiday season working at a department store's Santaland to earn extra money.
Max and Caroline try to find Chestnut a job in order to get him lodging for the winter. Meanwhile, Peach, the mother of the twins Max babysits, auditions for "Real Housewives of TriBeCa".
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.
Caroline discovers the secret ingredient to Max's cupcakes whilst in the midst of her new obsession couponing.
Max and Caroline's new neighbor draws their suspicion.
Max and Caroline try to prove their cleaning skills to Sophie so she will hire them for her maid service.
When Sophie's (Jennifer Coolidge) beauty overwhelms Earl, Caroline and Max wind up spending Valentine's Day at the hospital; Caroline tries to rekindle an old flame.
Max and Caroline have to make kosher cupcakes when they get a gig at a bar mitzvah.
Max runs into an old boyfriend, when she accompanies Caroline to see her father in jail.
Caroline and Max spend their spring break dog-sitting at a couple's lavish apartment.
Max convinces Caroline to partake in a clinical drug trial in an effort to raise money to help Caroline’s father.
After promising Earl to drop his tax return in the mail, Caroline learns that Max has never filed, and gets sidetracked trying to help her.
The stakes are high when a socialite Manhattan mother hires Max and Caroline to serve cupcakes at her daughter's first birthday party.
Max and Caroline plan to attend a big fashion gala at the Metropolitan Museum of Art where Martha Stewart is scheduled to be a guest, in an attempt to have her taste their cupcakes and get her seal of approval.
Max joins Caroline on her visit to a white collar prison to see her father, Martin Channing, and he encourages them to purchase a particular keepsake at the Channing estate auction.
Max and Caroline attempt to keep faith that Martha Stewart, who tasted and liked one of their cupcakes in last season's finale, will call and help support their business. Meanwhile, Caroline loses a lucky keepsake.
Max and Caroline show their true colors when the diner gets robbed. Meanwhile, everyone sees a surprising new side of Han.
Max and Caroline try to take their cupcake business to the next level by auditioning for the reality cooking show Cupcake Wars.
Max and Caroline have different ideas on how to handle their new pre-approved credit card.
The attractive owner of a local candy store is sweet on Caroline, but she's too embarrassed to date him after she had a mishap in the store.
Caroline and Max ask two Amish boys to build a barn for Chestnut; Andy makes a discovery about Caroline.
Max and Caroline figure out a surprising fundraising solution when a potential storefront for Max's Homemade Cupcake becomes available for the girls to rent as the two go to great lengths to raise enough money to see their dream come true.
Max and Caroline decide to hire an intern to help take care of some of the menial tasks involved with the preparation for opening their new cupcake shop, but Max seems conflicted with her new managerial role as the boss
Max and Caroline host a grand opening celebration at their new cupcake shop, and Max invites her former flames to show off her success.
When Max sees Sophie depressed after being swindled by the contractor in charge of building her dream house, she offers to make her a silent partner in the cupcake business, but Caroline and Sophie have very different visions for the company.
Desperate for a way to pay their overdue rent, Max and Caroline get involved with a group of of sketchy customers willing to pay top dollar for their cupcakes.
A relaxing getaway for two becomes an awkward vacation for three when Max, Caroline and Andy spend a weekend together in a cabin in the woods.
The diner gang helps Max and Caroline bake throughout the night in order to fulfill a gigantic cupcake order.
After learning that Candy Andy closed down his shop after their breakup, Caroline visits a psychic for a reading about her love life in the future.
When Max lands tickets to a music awards show in Los Angeles, she and Caroline meet rapper 2 Chainz during the cross-country flight on a private jet.
Caroline and Max pay a steep price for trying to remove a street performer from the entry of their shop.
Max and Caroline ask Caroline's rich but callous aunt for money to save their flailing cupcake shop.
Max and Caroline take office temp jobs. While Caroline tries to climb the corporate ladder, Max deals with a boss who makes inappropriate advances.
Han fires Caroline when she insults his diner, so Max tries to mend their relationship.
Caroline is in a tizzy when she develops a rash after a romantic evening with her former boyfriend.
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.
Caroline’s father asks her to go on a talk show to defend him when a former employee threatens to defame him in a tell-all book.
When Max and Caroline offer to deep-clean a previously hidden part of the diner they discover something that could relaunch their cupcake business.
Word about a shocking incident involving a celebrity brings customers to Max and Caroline's new cupcake window.
Caroline tries to raise money for an expensive pair of new pants through an online fundraising site. Meanwhile, Max’s new smartphone comes between her and Caroline.
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.
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.
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.
Feeling guilty for buying hair extensions with their joint funds, Caroline splurges on a new bedding set for Max but gives the old one to charity, not realizing her old pillowcase has sentimental value.
After Han emails photos of a stripper’s face to his mother claiming she’s his girlfriend, he begs Max and Caroline to find her and convince her to play his girlfriend when his mother arrives from Korea.
When Caroline’s date is a no-show after promising to take her to one of the city’s hippest new restaurants, she and Max decide to take advantage of the hard-to-get reservation.
Max decides to apply to the Manhattan School of Pastry and bakes a tart for her entrance exam.
Max attempts to make a good impression on her first day of pastry school, but finds the class clown to be extremely distracting – and intriguing. Meanwhile, Caroline dresses to impress Max’s handsome teacher, Nicolas.
Caroline attends her former nanny’s funeral, thinking the family will be honored to have her, but quickly finds out they have no idea who she is.
After an incredible make-out session with Max’s pastry school teacher, Chef Nicholas, Caroline finds out something that makes her wish it never happened.
Max finds herself wanting to be more than just friends with her pastry school partner, Deke. Meanwhile, Caroline is "hot for teacher" - the married Chef Nicholas.
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 shady car towed from the front of their apartment building.
When Deke invites Max’s friends over for a gathering at his dumpster, Caroline learns an enormous secret about his background.
Max decides to break up with Deke now that she knows about his wealthy background.
Caroline asks Max and Deke to join her on her dinner date at Nicolas’s loft to help make sure she doesn’t do anything she might regret. Also, Max and Caroline treat themselves to very special hair appointments.
Caroline goes into a tailspin and brings Max into the mix when Nicolas tells her he's going to leave his wife for her.
Caroline tries to fit in with Max and the diner gang as they go out to get wild and crazy at the St. Patrick's Day parade, but finds herself longing to practice her former holiday traditions at the Plaza Hotel.
When Deke invites Max and Caroline to join him and his parents for dinner at their home, Max is tongue-tied until his mother confides in her about her secret past.
Max and Caroline agree to make a wedding cake for a bride who can’t decide on what style of cake she wants – or much of anything else.
When Max and Caroline find out the lease is up on their apartment, they’re forced to find the original tenant and have him re-sign, claiming he still lives there, or risk being evicted.
When Caroline and Max join Sophie at the racetrack as guests of Sophie's new bookie boyfriend, Caroline's reignited love for horse racing gets out of hand.
When Caroline discovers that Max didn’t graduate high school by failing to show up for only one exam, she decides to help her best friend get her degree – and reconnect with her estranged mother.
Highlights from the PaleyFest 2013 panel with the cast and creative team.
A reality show producer approaches Max and Caroline about shooting an episode of 'Keeping Up With The Kardashians' at their cupcake window.
Max is embarrassed when she discovers her Tuesday night boyfriend is a DJ at a grocery chain.
When Caroline accidentally loses Han’s expensive fish while cleaning the tank, Max considers selling a sentimental gift she just received from her mother in order to pay for a new one.
Caroline takes an abandoned bicycle in order to start a delivery service for their cupcake business, but discovers that Max never learned how to ride one.
Max and Caroline's partnership - and friendship - is almost torn apart when Caroline drags Max to a seminar to help brand their cupcake business.
When Max and Caroline put their apartment up for rent on AirBnb, claiming it offers an authentic “Williamsburg experience,” a group of supermodels decide it would be a fun place for a girls’ weekend.
Max and Caroline get a bank loan so they can mass-produce their cupcake T-shirts to sell at high-end boutiques. Also, the diner gang poses in Chestnut’s barn as part of a holiday decorating contest Sophie entered.
Max and Caroline select a factory to produce their cupcake T-shirts, but become suspicious of the work conditions there due to their overly-enthusiastic employees.
Caroline is shocked when she receives a Lamborghini for her birthday, which her father ordered for her four years ago. Meanwhile, Oleg has something big planned for Sophie.
Max, Caroline, Earl and Han help Oleg move into Sophie’s apartment until she begins turning away all of his things.
Max and Caroline are arrested for breaking into a cute guy’s apartment to recover the rings Caroline left behind after she spent the night.
Max and Caroline get into a legal battle with two prep school teens who knocked off their cupcake T-shirts and are selling them.
Max and Caroline find out that one of their customers at the diner is actually a successful photographer who has been keeping a secret.
Sophie’s wedding shower is interrupted by a hostage situation and Max and Caroline’s cupcake business gets unwanted attention when a tenant is arrested while wearing their company’s T-shirt.
A handsome businessman returns Max and Caroline’s missing cat, Nancy, who comes home with a big surprise.
Max and Caroline attempt to bring in extra money to help pay off their bank loan by taking second jobs as a pastry chef and a hostess at a chic restaurant.
Max pursues Nashit, a handsome new waiter at The High, despite Joe's "no hook-up" rule.
When Sophie takes Max and Caroline shopping for their bridesmaids’ dresses, the girls enlist the diner gang’s help to hide the ugliest ones, in the hopes of avoiding complete and utter humiliation.
Max and Caroline try to break Nash into the modeling business in an effort to bring in extra money acting as his managers. Also, Sophie and Oleg attempt to keep celibate for 30 days before their wedding.
Max and Caroline’s attempt to break Nash into the modeling business comes to a screeching halt when his mother arrives from Ireland to retrieve her son.
Max and Caroline help launch the new branch of The High at JFK airport, and Sophie discovers that Oleg may have an ulterior motive for wanting to marry her.
Max and Caroline are tasked with retrieving Sophie’s wedding dress from customs and safely transporting it to the church in time for her big wedding.
Max and Caroline team up with the diner staff in a frantic attempt to keep their businesses open when the city targets Han's diner and their cupcake window for destruction. Also, Sophie and Oleg announce that they are trying to have a baby.
When the shower at Max and Caroline’s apartment breaks, they get part-time jobs at a fancy gym’s juice bar and enjoy free use of the locker room. However, their jobs and free showers are jeopardized when Caroline has a run-in with a group of rich moms who are jealous of the attention she’s getting from a sexy trainer.
The girls run into Caroline's newly engaged ex, Candy Andy, and Caroline offers to make his wedding cake. Later, when she sees Andy's seemingly perfect relationship and how he supports his fiancée's career, she wonders if she should have stayed with him.
The cupcake shop is boycotted after the girls refuse to sell cupcakes to an artist who wants to put cocktail weenies in them.
Han believes his diner employees are not working together as a team, so he insists they all attend a mandatory night out at the Escape Room Club. Once the diner gang are locked inside the "Alice In Wonderland" themed Escape Room, they learn Han has ulterior motives.
Max is both puzzled and curious when the new guy she is dating expresses hesitations about intimacy because he is “not regular down there.” Also, Sophie and Oleg struggle to get pregnant.
When Caroline’s grandmother Astrid awakens from a coma with no knowledge of her family’s massive money scandal, Caroline attempts to keep the truth hidden for a bit longer by giving Astrid one last fancy luncheon.
Oleg’s pro-basketball playing cousin comes to town to play a game against Max’s favorite team and gifts her with two free tickets, but chaos ensues when the girls interfere with the game and risk ruining their cupcake business’ reputation in the process.
When Earl is not invited to play with his old jazz band at their reunion show, Max and the diner gang join forces in order to get him back on stage performing.
When Max reconnects with an old friend, Caroline’s jealousy inspires her to try to make some new friends of her own.
Max and Caroline sign up to be “booth babes” in order to get into a huge gaming convention for free. Once inside, they’re shocked to see that Han’s friend has created video game characters based on them, and demand compensation.
Caroline shares her riches-to-rags life story on stage at a storytelling night and captures the attention of a Hollywood studio executive. Meanwhile, Sophie and Oleg search for a surrogate.
Max tags along with Caroline as she travels to Los Angeles on a film studio’s dime to discuss the idea of making her riches-to-rags life story into a movie. While there, Max loses her luggage but finds a new crush.
Caroline continues meeting with studio writers in an effort to make her life story into a movie, but she is torn when they reveal they would not portray Max in the project. Also, Max is being spoiled by her new Hollywood beau, Randy, who sets Caroline up on a date with his friend, Bob.
As Max pet-sits Randy’s dog, Bruno, and Caroline sets up meetings with actresses who are interested in playing her in the potential biopic, Bruno escapes while a cannibalistic serial killer is loose in their neighborhood.
The girls’ Hollywood adventure continues as Caroline signs away the rights to her life story so it can be turned a movie. Also, Max is heartbroken when Randy breaks up with her via his therapist, Elliot, and Caroline rents a party bus in an attempt to cheer her up.
When the girls go to prison to see Caroline’s father, Martin, perform in a musical, they tell him their plan to use Caroline’s movie money to convert their cupcake window into a dessert bar.
When the girls decide to look for a larger space for their dessert bar, Han sets them up with Evie, a real estate agent who has a crush on him. Also, Max is on the fence when Randy surprises her at the diner hoping to patch up their relationship, so she tells Caroline to decide for her.
In an attempt to get to know Max’s world better, her boyfriend Randy asks to spend a night at her apartment. Also, Caroline works on getting a liquor license for their dessert bar.
When a law firm courting Randy for a job invites Randy and Max to dinner at a hip new restaurant, the evening veers off course when their eclectic cuisine doesn’t sit well with Max.
When Max and Caroline need more space for their renovated dessert bar, they’re willing to do just about anything to convince Angie (Lisa Lampenelli), the brash owner of the pizza place next door, to rent them her back office.
When Max and Caroline discover that Han is in hot water after amassing substantial debt that he cannot repay from gambling on women's tennis, the diner gang rallies to help him.
Max deals with the aftermath of her breakup with Randy, Sophie and Oleg prepare for the birth of their baby and Han vows to take side jobs in order to take back full ownership of the diner.
When Sophie goes into labor just before the Dessert Bar’s grand opening, she demands that Max and Caroline be present for the birth. Also, the girls run into problems when they don’t secure a liquor license for their new venue.
Max and Caroline’s plans to attract a more sophisticated clientele to their dessert bar take a turn when Max befriends a bouncer whose team of arm wrestlers becomes their latest patrons. Also, Max and Randy continue to text each other, but when she runs out of sexy messages to send him, Oleg offers to be her ghost writer.
Oleg and Sophie’s plan to have Max and Caroline as Barbara’s godparents is derailed when Oleg’s domineering mother, Olga, arrives from the Ukraine for the baby’s baptism and fires Max and Caroline from their godparent duties.
When Caroline and Max are invited to speak about their business at Caroline’s alma mater, the University of Pennsylvania, Max takes the opportunity to give Caroline the college partying experience she never had. Also, Oleg’s attempts to bond with baby Barbara are rebuffed by a possessive Sophie, and Han practices his magic tricks with a reluctant Earl as his assistant.
Earl becomes concerned he may not be able to keep up when his long lost sweetheart, Pilar, visits from Cuba, and wants him to take her sightseeing around the country. Also, Max must decide whether it’s time to take her texting relationship with Randy to the next level.
When the girls take a bartending class in order to add cocktails to their dessert bar menu, Caroline must think quickly when she has to take the class exam solo after Max gets chicken pox from Han. Also, Sophie creates a creepy lookalike video monitor doll to keep tabs on baby Barbara.
Max and Caroline’s dessert bar business booms when they hire Clint, a popular bartender, but the girls need to intervene when Han becomes addicted to the mixologist’s potent cocoa powder in his signature cacao drink. Also, Han enters a duck stamp-drawing contest, and glamour eludes Sophie as she adjusts to being a mom.
When Randy and Max get tired of Caroline being the third wheel on their FaceTime dates, Randy sets her up with one of his co-workers. Also, Oleg is distraught when Sophie tells him to trade in his beloved car for a minivan.
When a hurricane approaches the area, Caroline fears that a big divorce party she’s planning for a wealthy couple will get broken up when the unhappy pair get stranded in close quarters at the dessert bar. Also, Max worries that Randy really did break up with her when she suspects he’s blocking her calls, and Oleg is jealous when Sophie is stuck at home during the storm with their handsome new "manny".
When Max decides to head to Los Angeles to win back Randy, she and Caroline embark on a cross-country road trip with Han at the wheel. Also, while Han and the girls are away, Oleg takes charge of the diner, and Sophie fills in as a waitress.
As Max and Caroline's road trip misadventures continue, their lack of money finds them stowing away and waitressing on a riverboat to New Orleans as Max tries to reach Randy in Texas. Back at the diner, Oleg and Sophie rake in big bucks when they sell pony rides with Chestnut.
Max and Caroline get their big break when they're cast as zombie extras after they finally arrive at the movie set in Texas where Randy is working. Back at home, Han and Oleg try their hand at construction after they fire the contractor working on the dessert bar.
When Max and Caroline get home from their road trip, Caroline discovers she likes the dessert bar renovations as much as she likes Bobby, the contractor on the job. Also, Max rushes to Randy's side when she hears he's in the hospital in New York City, and Sophie joins a mommy group that cares more about partying than baby talk.
Caroline is excited to go out on her first date with Bobby, but has nervous jitters when she realizes Max will be in charge of the dessert bar solo for the first time. Also, Sophie and Oleg decide to mix things up and try going out on a date instead of staying in.
As Caroline prepares for her third date with Bobby, she decides to spice things up by taking a burlesque class accompanied by a reluctant Max, who decides to give up sex in the wake of her breakup with Randy. Also, Max decides to take up a new hobby and goes golfing with Han.
When Bobby invites Caroline to a party to meet his family, she is eager to make a good impression but isn’t prepared for the torch that his mother and sisters still carry for Bobby’s ex-girlfriend. Also, Caroline’s nerves are even more frayed when the diner gang decides to tag along.
When Han's new therapist suggests that Max needs to confront her "daddy issues" and fear of intimacy, she reluctantly heads to Rhode Island to track down her birth father with the diner gang in tow. Also, Oleg is up in arms when Sophie wants him to help out around the house.
When Caroline encourages Bobby's sister, Denise, to quit her job, the couple heads toward their first fight when Caroline realizes the company Denise works for is her mother's. Also, after Max reads a text on Bobby's phone suggesting he has a child with his ex, Jessica, she and Han go undercover as an engaged couple to Jessica's wedding planning shop to find out the truth.
Caroline tries to embrace Bobby’s hobby of bowling, but she fears she is his bad luck charm when she accidentally injures his teammate’s hand and threatens their chance for a championship. Also, Max uses her bowling prowess to get onto Bobby’s team, and Sophie worries that baby Barbara might not be smart enough.
The girls are excited when they are invited to a press junket to promote the film about Caroline’s life, but Caroline is shocked when her ex-boyfriend, Candy Andy, shows up. Also, Bobby gets jealous over Caroline and Candy Andy’s reconnection and asks the diner gang for advice.
As the big premiere of the film about Caroline’s life arrives, the girls and the diner gang prepare for their night on the red carpet. Also, Caroline and Max contemplate their future at the diner and the states of their love lives.
