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.
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.
Caroline can't seem to get Andy more interested once he finds out she's "Caroline Channing", because now he sees her as an upper class socialite rather than "just a normal Williamsburg" girl. Meanwhile, Max brings home two Amish teens and offers them a place to stay in exchange for them building Chestnut a barn.
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.