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.
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.
After Caroline buys hair extensions with her and Max's joint funds, Caroline feels guilty and splurges on a new bedding set for Max. But she gives the old set to charity, not realizing Max's old pillowcase has sentimental value for her, and the two go to extremes in search of Max's cherished pillowcase.
After Han emails photos of a stripper's face to his mother in Korea with the claim that she's his girlfriend, he begs Max and Caroline to find the woman and convince her to play his girlfriend when his mother visits.
Max decides to apply to the Manhattan School of Pastry and bakes a tart for her entrance exam. GILLES MARINI (Sex and the City, Switched at Birth, Brothers & Sisters) guest stars as Nicolas, the handsome French "master baker" who owns and teaches at the school. MARY LYNN RAJSKUB (24) guest stars as Bebe, a neurotic pastry chef who works at the front desk.
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.
After Caroline has an incredible make-out session with Max's pastry school teacher, Chef Nicholas (recurring guest star GILLES MARINI), Caroline finds out something that makes her wish it never happened.