Caroline can't seem to find a way to attract the new guy she's dating who didn't like her as much after finding out she lost out on her father's fortune. Meanwhile, Max has drawn the two Amish guys home to her apartment where Sophie is chasing after them to come upstairs to her place. Caroline and Max meet their dates at the Slip It In Club where a health emergency among the Amish brothers finally excites the interest of Caroline's date towards her.
After Martha Stewart praises Max's cupcakes, she and Caroline have a lot of orders. And when they find a vacant location, they decide that it would a good location to sell their cupcakes. They only need to come up with the money so Caroline suggests that they apply for a loan granted to businesses that are starting. But when Caroline comes to the meeting late, Max has to speak to the loan officer herself and blows it. Max then decides to ask Sophie if she could loan them the money but she doesn't loan money to friends. Max then decides to sell her eggs to a clinic. ...
Max and Caroline finally open their cupcake shop. Max decides to use the opening as a way to get back at her exes so she invites all of them including Johnny. When she learns he didn't get married they hook up. She's happy. But Andy points out what is wrong with him.
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. Recurring guest star RYAN HANSEN appears as Andy.
Max hooks up with a guy who offers to fly her to the Grammys on his private plane. She brings Caroline along. Caroline is surprised to discover that the plane use to be hers. And Max finds the whole thing - being on a plane and being served, a bit tough to digest.
When the girls take office temp jobs, Caroline tries to climb the corporate ladder and Max finds herself being hit on by the boss. DEBRA WILSON (MADtv) and MARC EVAN JACKSON (Funny or Die Presents) guest star.
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. KYLE GASS (Tenacious D) guest stars as Buzz.
Caroline's father, Martin Channing (recurring guest star STEVEN WEBER), asks Caroline to go on a talk show to defend him when a former employee threatens to defame him in a tell-all book. PIERS MORGAN (Piers Morgan Live) guest stars as himself.
Han is frantic when a Health Inspector visits the diner. Max and Caroline unexpectedly find a new place for their cupcake business after trying to find other means of making money. Sophie and Oleg break up after he cheats on her.