Max, Caroline, and the diner crew rally together, when the city seeks to demolish the diner and cupcake window to build an I-MAX theater. Meanwhile, believing she is an expectant mother, Sophie takes many pregnancy tests.

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Max and Caroline get part-time jobs at the juice bar at a gym to enjoy free use of the gym's locker room after their shower breaks; Caroline has a run-in with a group of rich moms who are jealous of the attention she's getting from a sexy trainer.

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When the girls run into Caroline's newly engaged ex, Andy, Caroline wonders if she made a mistake when she sees how much he supports his fiancé's career.

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Max and Caroline's cupcake shop is boycotted after they refuse to sell cupcakes to an artist named "I", who wants to put cocktail weenies in them.

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Han insists the diner gang attends a mandatory night out in an "Escape Room Club" when he feels they aren't working together as a team, they soon find themselves locked inside the "Alice in Wonderland"-themed room.

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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.

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Caroline's grandmother wakes from a coma and does not know that she and the rest of her family is broke. Caroline tries to ward off telling her the bad news by throwing her one last hurrah lunch with the help of Max and the gang.

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Oleg's pro-basketball playing cousin comes to town to play against Max's favorite team, but chaos ensues when the girls interfere with the game.

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Max and Caroline try to convince Earl's ex girlfriend Ruby to let him play at her club with his former band.

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When Max reconnects with an old friend, Caroline feels jealous and attempts to try to make some new friends of her own.

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Max and Caroline make a deal in order to get into a gaming convention, where they learn Han's friend has based video game characters on them.

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Caroline attracts the attention of a Hollywood executive when she shares her riches-to-rags tale at storytelling night; Sophie and Oleg look for a surrogate.

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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.

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Caroline is torn when the studio writers reveal they won't portray Max in the project; Max is being spoiled by her new Hollywood beau, Randy, who sets Caroline up on a date with his friend, Bob.

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Max pet-sits Randy's dog, Bruno, who escapes with a cannibalistic serial killer loose in their neighborhood; Caroline sets up meetings with actresses who are interested in playing her.

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Caroline signs the rights to her life story to be turned into a movie; Max is heartbroken when Randy breaks up with her via his therapist Elliot, Caroline rents a party bus in attempt to cheer her up.

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When the girls go to prison to see Caroline's father, Martin, perform in a musical, they tell him they plan to use Caroline's movie money to convert their cupcake window into a dessert bar.

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When the girls decide to look for larger space for their dessert bar, Han sets them up with Evie, a real estate agent who has a crush on him; Randy surprises Max at the diner hoping to patch up their relationship.

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In an attempt to get to know Max's world better, Randy asks to spend the night at her apartment; Caroline works on getting a liquor license for their dessert bar.

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When a law firm courting Randy for a job invites him and Max to dinner at a hip new restaurant, the evening veers off course when their eclectic cuisine doesn't sit well with Max.

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When Max and Caroline need more space for their renovated dessert bar, they're willing to do just about anything to convince Angie, the brash owner of the pizza place next door, to rent them her back office.

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Max and Caroline learn Han is in trouble with a gang when he can't pay a substantial debt he amassed from gambling on Women's tennis.

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