Sydney discovers that Simon is up against an old high school crush for the award of Advertiser of the Year.
Caroline gets fired for insulting the diner and Max does her best to get Caroline and Han to make up.
To make ends meet, Caroline and Max take office temp jobs. The boss hits on Max while Caroline sees herself moving on up into a big corporate job.
To save their cupcake shop, Max and Caroline ask Caroline's rich Aunt Charity for money.
Max struggles with her new job as manager of the new cupcake business, when she and Caroline hire an intern.
The attractive owner of a local candy store is sweet on Caroline, but she's too embarrassed to date him after she had a mishap in the store.
Max and Caroline try to take their cupcake business to the next level by auditioning for the reality cooking show, Cupcake Wars.
The employees of the Williamsburg diner see Han in a new light after he stops a robbery. Meanwhile, the robbery puts a strain on Max and Caroline's friendship.
After her lucky pearl necklace breaks, Caroline fears she will have bad luck. Meanwhile, the two girls hold out hope of hearing back from Martha Stewart, who recently tasted and enjoyed one of their signature cupcakes.moreless
Max accompanies Caroline to jail to visit with her father, and he encourages them to buy a specific item at the Channing Estate sale.
Caroline decides to sell some of her old jewelry so that they can replace Max's oven.
Max and Caroline search for a warm place to keep Chestnut for the winter. Meanwhile, Peach tries to get on a new reality show "Real Housewives of TriBeCa".
Brad plans to skip out for a "staycation" when Jane's old sorority sister comes for a visit. Alex hooks up with new guy, but his dates are over-the -top. Max and Dave shoot a commercial for the "Steak Me Home Tonight" truck.moreless
The gang heads to a Halloween costume party while Jane and Brad head to the suburbs after agreeing to house sit for friends.
Bert convince Andrew to attend his ex-fiancee's wedding for closure, but when he learns that his ex cheated on him, Andrew has to decide how to confront her.
Ben and Fitz take Aaron out to get his mind off an ex-girlfriend's engagement. Sara goes to a party with Riley.