The night Caroline and Max reopen their cupcake shop in the back room at the diner, a legendary British rock star dies in front of the store, bringing them a windfall as his fans congregate there the next night. However, it also brings them into conflict with Han.

After seeing two customers successfully fund an improbable business venture through Kickstarter, Caroline decides to use it to raise money for some new clothes. Tensions over that and Max's new phone lead to a rift between the two.

Max and Caroline temporarily take in a stray cat, only to learn after releasing it that someone else has been looking for it.

Max and Caroline get a cappuccino machine for their business, but their inability to operate it leads them to get a job at Starbucks. Federico Dordei joins the cast as the new day waiter, Luis.

Seeing the success of cronuts, and fearing that they may displace cupcakes in popularity, Max and Caroline attempt to add them to their cupcake shop's product line.

Caroline's gift of new sheets to Max goes awry when she gives Max's childhood pillowcase to charity and cannot recover it.

Han lies in an email to his mother when he sends her pictures of a prostitute, saying she is his girlfriend. With his mother due to arrive from Korea, Han pays Max and Caroline to find the girl and convince her to pretend to be his girlfriend.

Caroline is anxious for a date with a surfer guy, but she becomes confused when she is stood up for the first time ever. Even after being stood up, Caroline and Max go to the exclusive restaurant Caroline's date got reservations for.

The girls hire Sophie's cleaning business to clean their apartment, and Caroline convinces Max to apply to the Manhattan School of Pastry. Gilles Marini's first appearance as pastry school head chef, and Caroline's love interest, Nicholas.

On her first day of pastry school, Max befriends the class-clown, while Caroline hopes to impress Max's instructor. Eric André's first appearance as class-clown, and Max's love interest, Deke.

Caroline finds the obituary of her childhood nanny in the paper, so she and Max go to the funeral, where almost nobody recognizes Caroline.

Caroline enjoys a blossoming romance with Chef Nicholas, her boss at the pastry school, until she makes an unsettling discovery about him.

Max realizes while studying for a test with Deke that their friendship may be something stronger. Meanwhile, Caroline is bothered by her continued strong feelings for Chef Nicholas, despite finding out that he is married.

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 cupcake window.

Caroline discovers that Deke and his family are multi-millionaires, which complicates Max's relationship with him.

Max rebuffs Deke's efforts to show her that his wealth should not change how she sees him, but she temporarily loses her way when he gifts her $1,000,000.

Nicholas' wife gives Caroline permission to sleep with him via Skype, putting Caroline in a difficult situation as she no longer has any excuses not to. Max and Deke contemplate whether to take their relationship to the next level and start using contraceptives regularly.

Nicholas tells Caroline he intends to leave his wife for her, and that she is coming to New York so he can tell her personally. Caroline's efforts to break off the relationship grow more desperate. Gilles Marini's last appearance as Nicholas.

Caroline goes out with Max and the diner gang who want to get wild and crazy at the St. Patrick's Day Parade.

When Nicholas returns to France with his wife, the pastry school is shut down. Deke offers to buy it but needs to get the money from his parents. When Deke asks Caroline and Max to join him and his parents for a dinner, his mother shares a secret with Max. Eric Andre's last appearance as Deke.

Three days before her wedding, a customer at the cupcake stand (Lindsay Lohan) hires the girls to do a new wedding cake for her. However, she regularly changes her mind about what she wants and does not want.

When Max and Caroline learn the lease on their rent-controlled apartment needs to be renewed, they have to find the original tenant, as their names are not on the lease. They find the tenant, Lester (Hal Linden), at a retirement community. He goes to his old apartment and signs a new four-year lease, then refuses to leave until the girls convince Sophie to have sex with him. Sophie staunchly declines, prompting Max and Caroline to choose between moving out or having sex with Lester.

Caroline's love for horse racing gets out of hand when she and Max go to a racetrack as guests of Sophie's new bookie boyfriend. The two girls initially turn $200 into $600, but Caroline bets on more races to run up debts of $3,000. Things get worse when Sophie breaks up with the bookie, forcing Earl to briefly end his self-imposed moratorium on gambling in order to get Caroline out of the hole.

Caroline discovers that Max only needs to make up a final exam in American history to earn her high school diploma. She helps Max study for it, and the two take a bus trip to Max's old school in Rhode Island for the test. Carolina is angered by Max's mom being as worthless as Max said she was, but Max finds genuine joy in having a group of people in her life who love her and whom she loves--yes, even Han.

A producer offers to shoot an episode of Keeping Up with the Kardashians at the cupcake shop, but backs out at the last minute. Caroline is forced to make a drastic change. In the end, Kim Kardashian pays the cupcake shop a visit.

Max learns her weekly booty call (Jesse Metcalfe) is a DJ at a Whole Foods store. At the store, Caroline has an unexpected reunion with a former high society friend. Sophie uses a Ouija Board to determine if she is meant to get back together with Oleg.

Max receives her old Teddy Ruxpin back from her mother. She and Caroline differ about whether to sell it when the latter accidentally loses the most valuable fish in Han's newly installed aquarium.

Caroline starts using an abandoned bike to make deliveries, but Max is unable to do her share because she cannot ride a bicycle. Sophie and Oleg run into difficulty rekindling their relationship.

As a result of Max's latest behavior, Caroline throws her a "business intervention" by booking two seats in a two-day business seminar. Things do not go according to plan, however, when the two are at odds over how to move forward with their business.

Max and Caroline rent their apartment via Airbnb to some models in town for the annual Victoria's Secret Fashion Show. The two spend the weekend in Sophie's apartment as she goes on vacation, but are lured back to their own apartment when the models throw a huge party.

When their cupcake t-shirt sales begin to gain momentum, Caroline tries to convince Max to apply for a loan to produce more of their product to sell at a trendy, upscale store. Meanwhile, determined to win a decorating contest, Sophie enlists the help of the two girls and the diner crew to create a living Nativity display.

With their $10,000 loan in hand, Max and Caroline select a factory to produce their cupcake T-shirts. Max soon becomes suspicious of the work conditions there when she and Caroline meet the company's overly enthusiastic employees. Meanwhile, Sophie starts a new business.

Caroline has a birthday present delivered to the restaurant: a $450,000 Lamborghini Aventador that her father ordered in 2011, knowing it would take four years to build. But her joy is short-lived when she finds it will be seized in the morning. That does not stop Max from taking the car and a drugged Caroline on a joyride to The Hamptons. Meanwhile, Oleg proposes to Sophie.

Han helps Oleg move in with Sophie, but Sophie does not like any of Oleg's stuff and will not let him keep anything in her apartment. Sophie throws a party to mark the occasion of Oleg moving in, but the two have a fight. Sophie drives back Oleg's stuff, but gets in an accident when Caroline suggests that Sophie is being unreasonable. In the end, Oleg and Sophie make up when Sophie admits that she is scared of their new relationship status. Meanwhile, Caroline decides to buy heating lamps for outdoor seating at their cupcake window.

While trying to sell cupcake T-shirts at a club, Caroline is hit on by a handsome man and goes home with him, but later realizes she left jewelry of sentimental value at his place. When he does not return her texts for two weeks, Caroline has Max help her break into the man's apartment, but she picks the wrong apartment and the two get arrested. Meanwhile, Sophie had asked Max to be her maid of honor and was rejected, which gives her a bargaining chip when the girls need to be bailed out of jail.

The girls find out two rich high school girls are selling knock-offs of their cupcake T-shirts, so they "lawyer up" with Han playing their legal counsel. Meanwhile, Sophie is going overboard on her wedding planning.

When Max and Caroline learn that one of their customers is a successful photographer (Valerie Harper), they discover that the woman is keeping a secret from them, and the outcome lets Caroline down. Meanwhile, Sophie believes Oleg is cheating on her.

As Max and Caroline prepare for Sophie's bridal shower, the FBI orders them out of the building to search for a man who has held three women hostage in it. Max's Homemade Cupcakes then becomes newsworthy when the suspect emerges in police custody wearing one of the girls' cupcake T-shirts.

Max worries over her missing cat, Nancy. A handsome venture capitalist returns the feline to the apartment, but the girls soon discover that Nancy is pregnant. Caroline flirts with the man to interest him in investing in the cupcake business, but the man interprets it wrong.

When Caroline notices the girls' bank balance is less than zero, she and Max desperately look for ways to make enough money for the payments on their T-shirt loan. Soon after, John ("Big Mary") from Max's pastry school comes by to say he is working as a pastry chef at "The High", a new upscale restaurant in Manhattan. He encourages Max to apply for the other pastry chef position that needs to be filled, and Caroline tags along to apply for a waitress job.

Joedth finds a hot, young Irish man named Nashit (Austin Falk) on a bench outside The High, and hires him, asking Caroline to train him as a waiter. Max falls in love with him and vows to get Nashit into bed, but doing so would violate Joedth's strict "no hook ups among employees" policy. After the two are caught, Han hires Nashit to work as a dishwasher at the diner.

Caroline replaces Sophie's sister as her other bridesmaid. But she and Max hurt Sophie's feelings when they try to avoid receiving the dresses Sophie has selected for them.

Caroline finds an opportunity to set up Nash in a modeling career. After some painful preparation, Caroline and Max take Nash to an audition for a Cocoa Puffs commercial, but it is not what they expected.

Caroline scores Nash an underwear shoot, so Joedth rewards her with the manager position at a new location for The High, and the opportunity to take Max along. However, Nash's mother arrives unexpectedly to take him back to Ireland, forcing the girls to kidnap him back or lose their jobs at The High.

At Oleg's bachelor party, Han inadvertently discloses a secret that leads Sophie to cancel the wedding. The girls and Big Mary open up a new branch of The High that, much to their dismay, is located in an airport.

Sophie and Oleg get married, despite some challenges on their wedding day. Disappointing sales at the airport branch of The High put the girls' future there in doubt. The Girls then end up going to Paris using the tickets they got to get into the airport to kidnap Nash. The episode ends with Max and Caroline drinking champagne from their cabin crew friends.

A developer plans to demolish the diner, Max's Homemade Cupcakes, and all the other businesses on the block to make way for an IMAX theater, leading to a very brief Caroline-Han friendship and a search for historical evidence that will allow everything to remain standing. Meanwhile, believing she is an expectant mother, Sophie takes many pregnancy tests.

Han lets Max and Caroline use his one-day guest passes at his health club, where two housewives get angry at Caroline for stealing the attention of Brian, the hot yoga instructor. Max learns the gym's juice bar needs help, so she and Caroline get jobs there to retain their club privileges. Meanwhile, Sophie vows to eat only healthy food while trying to conceive but, like the girls' jobs at the juice bar, it does not last long.

Caroline is thrown for a series of loops when she encounters her old boyfriend "Candy" Andy, from being in denial about still having feelings for him, to being stunned to learn that he's getting married, to being horrified when she somehow agrees to make their wedding cake. Max finds most of this hilarious, but even she is both moved and shocked by the two later revelations. Elsewhere, Sophie has decided to use a life-like robot baby to prepare for her inevitable pregnancy.

When Caroline and Max are putting together an order for an LGBT client named "I", a misunderstanding involving the packaging for the cupcakes and the out of context comment "we cannot sell these cupcakes to you" leads to an angry community boycott against the allegedly bigoted cupcake shop. This also begins to ruin the diner's business, and Han's attempt to help doesn't work once the protesters realize he's straight. A friendly guy places a huge cupcake order for his organization and invites Caroline and Max to come to a convention, only for the girls to realize in horror that the meeting is for an anti-gay "family values" group. They then figure out a way to let everyone know what they really stand for.

Caroline learns that Max has been overcharging her $25 on her share of the rent every month. Max barely apologizes and gets mad when Caroline won't drop the matter. Caroline then refuses to help with the clues on a Han-mandated group outing to an escape room, until Max shows she really is sorry and they patch things up. Meanwhile, Oleg and Sophie's plans to conceive a child gross everyone out. Guest starring John Milhiser.

Max meets a handsome man named Owen and takes him home, but to her shock, he refuses sex with her. Owen says he wants to get to know Max first, and also reveals an interesting feature of his male anatomy. Meanwhile, Sophie insists that Oleg get his sperm count tested, then walks out on her own gynecologist appointment because she's afraid to find out that she might be the reason that Oleg cannot give her a baby. Guest starring Steve Talley as Owen.

Caroline's Grandma Astrid (Judith Roberts) awakes from a five-year coma. Astrid's butler says she does not know about Caroline's father going to prison, nor is she aware that her own fortune was lost in the scandal. Things get complicated when Caroline learns Astrid expects a lavish "coming out" party. Elsewhere, Oleg seeks fertility drugs for Sophie, and Han tries to come up with a WiFi password that Max can't figure out.

Oleg's cousin, who plays basketball for the Brooklyn Nets, has two tickets to an upcoming game which he gives to Oleg and Max. When Oleg backs out, Caroline takes his place. Because the game time conflicts with a local food festival at which Caroline hoped to distribute flyers for the cupcake business, she sneaks in a flyer to post at the Nets' arena, over Max's objections.

Earl's old jazz ensemble, The Early Birds, is having a reunion concert at Ruby's, but Earl is not invited. The girls confront the club's owner, Ruby (Jackée Harry), who is also a former flame of Earl's, and learn that she is the one who refuses to invite him. After some convincing, Ruby finally relents and lets Earl play his sax with the group, but there's another problem: Earl, who has been off hard drugs for 30 years, claims he has never played while sober.

When Max's old friend Becky White (Diona Reasonover) stops by the cupcake window, Caroline realizes she hasn't made any new friends other than Max since coming to Williamsburg. Caroline immediately befriends two young women sitting in the diner, and is invited to their weekend event. Max goes there with Caroline and jokes that the women might be in a cult, which turns out to be prophetic. Max and Caroline leave and are taken home by Oleg and Sophie.

When Max and Caroline work a promotional booth at a gaming convention that Han is attending, they discover that an avatar for a new game has been made in Max's image. Meanwhile, Oleg's cousin is remodeling Sophie's apartment, forcing her and Oleg to temporarily move into the girls' apartment, where they make themselves at home.

Caroline meets a handsome man at the diner who asks her out, but the "date" turns out to be viewing his presentation at a story telling show. Though put off by the event, Caroline is encouraged by the MC to return to the club to tell her story. A representative from Warner Brothers hears Caroline's real-life tale and thinks it will make a good movie. She arranges a first class flight for Caroline to travel to Hollywood, which Caroline exchanges for two coach seats so Max can go too. Meanwhile, Sophie and Oleg search for a surrogate to carry their baby.

Max and Caroline arrive in Hollywood, though Max's luggage does not. While Caroline waits for a chance to talk to producer Perry Tyler (Chris Williams), Max is upset that Randy (Ed Quinn), the lawyer she met at the hotel bar and later slept with, has not called or texted the next day. Sophie arrives in town, seeking doctors who have performed fertility treatments for over-40 celebrities.

Caroline gets her meeting with the head writer for the movie, who tells her that they don't want a "Max" character in the film at all. Caroline is upset until the writer says they are thinking of Jennifer Lawrence for her role. Max goes on a date with Randy, who tries to set up Caroline with his elderly friend Bob (George Hamilton), and later Max and Sophie go to an audition for The Price Is Right. In the end, Caroline tells Max she refused to agree to the film unless the Max role stays in.

While Caroline awaits a meeting with Jennifer Lawrence, who is interested in playing her role in the movie, Max offers to stay at Randy's house and watch his dog while he travels to Miami. But the dog runs away, putting the girls in the path of a serial killer. Meanwhile, Sophie is convinced that bad karma is preventing her from becoming pregnant, so she tries in vain to stop insulting Caroline.

The deal for the movie on Caroline's life story is a go, though she won't see a check for a month. As the girls prepare to head home, Randy meets with Max and breaks up with her through his therapist (John Michael Higgins). As the girls take a party bus to the airport, Caroline insists they stop at Randy's house to get closure. Randy then tells Max he likes her too much, and knows how long-distance relationships usually end. Meanwhile, Sophie's spiritual healer says she can't help her get pregnant...because Sophie already is pregnant.

Caroline and Max decide to expand their cupcake business with the $250,000 that Caroline will receive for the movie about her life. They visit Caroline's father in prison to see a musical that he has written, where he tells Max that Caroline will not be happy and this is her big chance to move back to Manhattan, infuriating Max. Meanwhile, Sophie receives a letter identifying the sex of her baby but wants it to be revealed using a "gender reveal cake".

Caroline has received her money and she and Max search for a place to set up the dessert shop after Han refuses to allow them to expand in the diner. Randy shows up in town and Caroline urges Max to resist him, given the way Randy handled things in California, but Max cannot. In the end, Han relents and allows the girls to use their old cupcake space for their dessert shop.

Randy decides he wants to spend a night in the girls' apartment to see how Max lives, but he soon steps on a floorboard nail and has to go to the hospital. He later uses the incident and his lawyer skills to force the landlord into putting the girls' name on the apartment lease, and he also fine-tunes their application for the dessert shop's liquor license.

Randy is invited to a dinner by potential new law partners who have offered him a job in Manhattan, and he asks Max to come along. Max feels out of place at the trendy new restaurant and throws up multiple times after eating the exotic food, making her feel that she and Randy aren't right for each other. Also, Sophie and Oleg ask Max and Caroline to be the godparents for their baby.

Max and Caroline try to convince the owner of the pizza place next door to rent her back office to them, so they can expand their dessert bar.

Max and Caroline learn Han is in trouble with a gang when he can't pay substantial debt he amassed from gambling on women's tennis. The girls decide to pay off Han's $30,000 debt in exchange for part ownership in the diner.

In the first half hour, the girls try to balance working at the diner, in which they now own a majority share, and opening their dessert bar. In the second half hour, Sophie delivers her baby daughter, Barbara. Throughout each episode, Max is continually sexting and video-chatting with Randy, who has moved back to California.

The girls go out of their way to get a hip, wealthy crowd to patronize their dessert bar, but only succeed in attracting a group of tough women who are into arm wrestling. Meanwhile, Oleg and Sophie are both going crazy over the fact that Sophie cannot have sex for 30 days after delivering her baby.

Oleg's mother Olga (Mercedes Ruehl) arrives from Ukraine for Barbara's Christening, and quickly disapproves of Max and Caroline being the godparents. Remembering that Earl is an ordained minister, Oleg, Sophie and the girls arrange to have a secret baptism performed in the dessert bar.

After a local trade magazine reviews the dessert bar, Caroline is invited to speak to a business class at Wharton, her alma mater. She brings along Max, who is determined to give Caroline the full college experience she missed out on as a student. Meanwhile, Sophie won't ever let Barbara out of her sight, causing Oleg to take drastic measures to ensure he gets time for bonding with his daughter.

When Randy tells Max he has an upcoming hour layover in Newark, Caroline insists that Max go there to meet him. Max is otherwise occupied making a special-order cake for a dessert bar customer, and Han later accidentally destroys the cake. Meanwhile, an old flame of Earl's from 1961 returns from Cuba and looks him up.

When the girls take a bartending class in order to expand the cocktail menu at their dessert bar, 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 Randy arrange a "double date" with Caroline and Randy's young New York associate, Tyler, though Randy is only available via computer screen on FaceTime. Caroline, who hasn't had sex in two years, tries everything she can to be alone with Tyler, but Max's breakup with Randy gets in the way. Meanwhile, Oleg is upset when Sophie insists he sell his beloved Toyota Yaris so they can buy a minivan.

As the dessert bar prepares to host a large event, a hurricane hits Brooklyn, causing a power blackout. Max ponders whether her recent breakup from Randy is real, while Oleg worries because Sophie is at home alone with Barbara's handsome "manny".

Max wants to get back with Randy, and decides to travel to LA along with Caroline and Han. Han's car breaks down on-route, so they hitch a ride with a trucker called Becky who tells them about her friend "Sloppy Joe" who owns a plane that could get them to LA. The girls decide to travel on the plane, and Max continues to obsess over Randy. Max discovers that Randy is currently shooting a movie in Austin, Texas. Oleg and Sophie are left behind to run the diner while the group is away.

After being dropped off (quite literally) in the middle of nowhere by Sloppy Joe, the girls find their purses and all their money are missing. They stow away on a riverboat casino bound for New Orleans, and have to work as waitresses after being caught. Back home, Sophie and Oleg are taking care of Chestnut when they stumble upon a way to make money off of the horse.

Max and Caroline make it to Austin to see Randy on the movie set, where they are recruited to play extras in a zombie film. Meanwhile, Oleg tries to make repairs in the dessert bar, while lamenting the fact that Barbara keeps calling him "mama".

Upon returning home, Caroline loves the renovations in the dessert bar, and soon falls for Bobby (Christopher Gorham), the contractor Oleg hired. Before Caroline can act, Max gets a call that Randy had an accident in Manhattan and is in the hospital. Max and Randy get closure on their relationship, as Randy says he can't leave his business behind in L.A., while Max says she now has people in her life that are important to her. Meanwhile, Sophie joins a mothers group, but learns they all leave their babies with someone else and prefer to just party.

Caroline is reluctant to go on a "night date" with Bobby, because it means leaving Max to run the dessert bar alone. All during the date, Caroline constantly leaves Bobby to check in on Max, but it turns out Max is handling things fine, albeit differently than Caroline would.

Caroline goes all out to prepare for the crucial third date with Bobby, including buying some sexy underwear and taking burlesque lessons. Meanwhile, Max proclaims that she is done with sex and does one of the least sexy things possible – going golfing with Han.

Caroline visits Bobby's home to meet his mother (Nora Dunn), who is still hung up on Jessica, the woman to whom Bobby was "engaged to be engaged" over a year ago. Complicating things, the entire diner crew invite themselves to the party.

Han's therapist convinces him to close the diner on a Sunday for some "me" time, and Han later informs Max that he thinks he's located her father and set up a rendezvous in a Rhode Island diner. The diner crew takes a road trip in Oleg and Sophie's minivan, but Max's father doesn't show.

Max sees a text on Bobby's phone that makes her suspect Jessica is having Bobby's baby. Trying to confirm it, she and Han pretend to be an engaged couple and visit Jessica's wedding planning business. Meanwhile, Caroline gets on the bad side of Bobby's mom (again) when she unknowingly convinces Bobby's sister Denise to quit working for their mom.

Bobby reveals to Caroline that he has a passion for bowling, and invites her along to watch his team, the Alley Oops, play for a championship. Caroline later accidentally slams a door on the hand of the team's best bowler, forcing Max to bowl as a substitute. Meanwhile, Oleg and Sophie are determined to win Barbara a stuffed animal from a claw machine.

Caroline and Max are invited to an exclusive sneak preview of the movie made about Caroline's life. Candy Andy returns (the film's producers thought it would play better if Caroline ended up with him) making Bobby jealous, but he doesn't want to admit that to Caroline. Meanwhile, Earl and Sophie learn that their characters were combined into one person.

As the girls prepare for the premiere of The Princess and The Ponzi, they ask Han for a week leave to get properly dressed and they call in a top fashion designer. At the premiere, Caroline has a mishap with a $10,000 "on loan" dress, while Randy shows up unannounced. Max flees to the dessert bar, but Randy follows and says he's moving to New York permanently. He proposes to Max, and Caroline soon arrives to see the ring on Max's finger. It's then revealed that Bobby and Randy know each other and are enemies, due to Randy's firm rejecting Bobby's mother and sister for a reality show. As Max and Caroline are excited for the future, their men start to fight.