2 Broke Girls

2 Broke Girls is an American television sitcom, which premiered on CBS on September 19, 2011. The series chronicles the lives of Max and Caroline, two waitresses in their early twenties living in the Williamsburg neighborhood of Brooklyn, New York City, while attempting to start a cupcake business.


Season 1

Pilot [1.01]

Hipster #1: Excuse me. Waitress? Dude? [snapping his fingers]
Max: Hi, what can I get ya?
Hipster #1: We need some...
Max: [snaps her fingers in his face every time she speaks] Is that annoying? Is that obnoxious and rude? Would you find it distracting if someone did that to you while you were working? Oh, you don't have a job. Sorry.
Hipster #2: Damn, dude, she burned you.
Max: Oh. [snaps her fingers in front of Hipster #2 too] No, hipster. No. Do not think we're on the same team. We have nothing in common. I wear knit hats when it's cold out. You wear knit hats 'cause of Coldplay. You have tattoos to piss off your dad. My dad doesn't know he's my dad. [turns to Hipster #1] And finally, you think [snaps her fingers in his face] this is the sound that gets you service. I think [snaps again] this is the sound that dries up my vagina.
Max: [notices Caroline sleeping on the subway] Hey.
Caroline: I have a taser! [wakes up suddenly and tasers Max, who falls unconscious to the ground] Oh, my God. I am so sorry. I didn't think it would hurt so much. It's pink.
Max: It didn't feel pink.
Caroline: I didn't know it was you. I thought I was being raped.
Max: That's not what rape feels like.

And the Break-up Scene [1.02]

Caroline: Are you sure you're fine? 'Cause I heard you crying last night.
Max: I don't cry. I sold my tear ducts to an organ bank for cash two years ago.
Caroline: I was on the couch. And I heard you crying alone in your bedroom.
Max: Really? What did the crying sound like?
Caroline: Like... [moaning]
Max: I wasn't crying.
Caroline: Well, then what were you d— [Max widens her eyes in irony] Oh! So none of my business.
Caroline: When I went to the cute coffee place, I spoke to the counter girl, Nabulangi—
Max: If someone named Nabulangi is making an appearance in the first sentence, I have to sit down.
Caroline: And she said her manager'll be in at 11:00. So I thought I'd Chanel it up, walk on over there, introduce myself and your fabulous cupcakes.
Max: That's exactly what I was gonna do.
Caroline: I'm just gonna go say good-bye to Chestnut and get going. You know, having only one cute outfit takes hours off getting dressed. [walks out into the backyard] Oh. That is a lot of fresh Brooklyn. Morning, Chestnut, it's a beautiful— [slips and falls on Chestnut's feces]
Max: No. Way.
[Caroline walks back inside with feces all over her dress]
Max: Look, Chanel Number 2. [laughs]

And Strokes of Goodwill [1.03]

Max: Okay, ready to go?
Caroline: Do we have to? It's so hot outside. When did heat get so hot?
Max: Stop fighting it, just give in to it. I don't know why I'm quoting a rapist.
Caroline: Um, didn't you see me crying?
Max: Lots of people cry at Goodwill. You go to France, you eat snails. You come here, you cry.
Caroline: That's odd, you didn't even react. You need to react when people cry.
Max: I did, I rolled my eyes. Look, eventually, you'll learn to do that on the inside.
Caroline: Okay, well, just FYI, when I used to cry in front of my other girlfriends, they'd be like, "What you cryin' about, C-line? Look at you, girl, you're fierce, you got your glam on!"
Max: Are your girlfriends black drag queens?

And the Rich People Problems [1.04]

Max: [after Han decides to install a karaoke machine in the diner] You can't give hipsters a microphone. That's like throwing gasoline on a pretentious fire.
Han: Hipsters like karaoke.
Max: Replace the word "like" with the word "Hitler" and you've got the three worst things in history.
[Max and Caroline break into Caroline's closet in her old townhouse, and Max is amazed by it.]
Max: What?! No way! No way! Is this Narnia? I'm about to say something I swore I'd never say. OMG! Again, OMG! It's lame, but nothing else really nails it. This is the room that OMG was born for.
Caroline: Max, it's just my closet.
Max: Your clothes have a house!

And the '90s Horse Party [1.05]

Kay Jean: Hola, dudarinos. Laundromat's closing early. We've rented it out for our '80s pop-up disco party. Bobby.
[Bobby hands Max a flyer of the party]
Max: Shouldn't it be called an "'80s pop-up lame hipster will do anything to be ironic and lame" party?
Max: Come on, Chestnut, go poo-poo near the hipsters. Hey, how cool would it be if we could get Chess to go poo on a hipster?
Caroline: How can all of those people have $75 just to dance at a laundromat? I've been doing my roots with white-out.
Max: Hipsters in Williamsburg will pay for anything if it makes them feel like they're in on something new no one else knows about. All you need's a gimmick.

And the Disappearing Bed [1.06]

Caroline: So, tell me, did you give Peach the card?
Max: No, I didn't.
Caroline: Why?
Max: It was like my mouth wouldn't let me do it.
Caroline: That's crazy. What's so hard about going up to Peach and saying, "Good afternoon, Peach. Exciting news... I started a cupcake business. Here's our card. Please pass them out to all your friends and help us launch our exciting new business venture. Thank you."
Max: That sounds needy, like when someone asks you to come to their one-woman show. "Somebody date-raped me, and I didn't think I'd live through it, but I did, and now I'm stronger, and, uh, still needy."
Max: Call him right now! He can't come over here. Look around! I have his napkins hanging up everywhere. He'll think I'm Dexter. [intercom buzzes] Don't answer that. Don't you...
Caroline: [answering intercom] Come on in, Johnny. Yes, I did it. I need a bed.
Max: You are so selfish!
Caroline: Yes, I'm selfish, and you're Dexter. So, quick... help me take down the napkins. Oh, God, there are so many! How come I never noticed how many there were before?
Max: I don't know. Same reason you didn't notice your father stealing everybody's money?
Caroline: Really? Really? Now when I'm helping you?
Max: You're right. We'll trash you later.

And the Pretty Problem [1.07]

Caroline: I have a surprise. I redecorated my room. I scoped out some cheap fabric in bedding places down on Houston Street. What do you think? [pulls down her Murphy bed]
Max: I think you've made a vagina.
Caroline: What?
Max: Sister, you may think that sex is the last thing on your mind, but you turned your bed into a vagina.
Caroline: Do you think my vagina has curtains?
Max: I don't know how long it's been.
Caroline: I'm tired. I'm going to bed.
Max: Okay, but I still have to make the cupcakes to bring by that place tomorrow. I don't wanna keep you awake, so why don't you sleep in my bed tonight and I'll pass out on your vagina?
Caroline: Okay, but you better buy me breakfast in the morning.
Serena: All right, let's go around and introduce ourselves and tell us why you came tonight. Let's start with the cute guys.
Stephanie and Serena: Always!
Steve: I'm Steve, I thought this would be a fun idea for my bachelor party. I'm getting married to Michael... right there.
Serena: So cute. God bless!
Michael #1: And I'm Michael.
Michael #2: I'm Michael as well.
Michael #3: Michael.
Stephanie: Oh... So many Michaels. [turns to Max] And you are?
Max: Michael. No, I'm Max.

And Hoarder Culture [1.08]

Oleg: Pick up. Table 10, table 12, table 69.
Caroline: Oleg, there is no table 69.
Oleg: There could be.
Caroline: Oleg just sixty-nined me, and now I don't remember any of the table numbers.
Max: Look, he's never gonna stop sixty-nining us. Forget the table numbers. Here's how you remember your orders. You just give people nicknames. Look, I got Thin Cee Lo, Fat Rihanna, Jon Beret Ramsey, and Kristen Bad Wig.
Caroline: Oh, okay. I got Seth Rogaine, Child Molester Moustache, and Lesbian Justin Bieber.
Max: [to Oleg and Han] What are you staring at? It's just clothes.
Oleg: Max, you look like a lady. Tonight when I dream of having sex with you, as always, this time I will ask you to stay.
Caroline: Max, you look perfect for your date.
Max: It's not a date.
Caroline: It is.
Han: No, it's not. It's booty call.
Max: There is a fresh, white billboard. I'm climbing it with my friend, and we're putting up his artwork.
Han: Booty call on billboard. If it's after 2:30, call is for the dirty.
Max: What's that from? Dr. Seuss' Oh, the Places You'll Put It In?

And the Really Petty Cash [1.09]

Caroline: You'll never guess who just came into the restaurant. You'll be very happy.
Max: Gary, the fat guy from Teen Mom?
Caroline: Someone you like, someone you want to kiss, someone you're hot for.
Max: Tyler, the skinny guy from Teen Mom?
Max: I kissed Johnny.
Caroline: What? When?
Max: He came by the apartment right after you left.
Caroline: I was only gone 20 minutes. What'd you do, shine a bat symbol on your vagina?

And the Very Christmas Thanksgiving [1.10]

Caroline: You're lucky I edited your application.
Max: Why, what was so bad?
Caroline: You requested to work in Santa's sex toy shop. Max, that's not even a thing.
Max: Tell that to my candy-cane-shaped vibrator.
Caroline: Max!
Max: I call it "Santa's big helper."
Max: It'll be a miracle on 34th Street if we make it out of the bottom of this slave ship without elf scurvy.
Mary: Hi. I couldn't help but overhear you mention Miracle on 34th Street. That's my absolute favorite Christmas movie.
Caroline: Mine too!
Mary: My second favorite is It's a Wonderful Life.
Caroline: Mine too!
Max: I've got Schindler's List on Blu-ray.
Mary: Hi. I'm Mary.
Caroline: I'm Caroline.
Mary: [turns to Max] Hi. I'm Mary.
Max: It's cool. We don't need to talk.

And the Reality Check [1.11]

Han: Look, two parties of cool hipsters are sitting at tables near wall. [referring to a group of four hipsters sitting next to two homeless men]
Max: You think those are six hipsters? Okay, let's go over this one more time. Hipster or homeless pop quiz, ready?
Han: Ready.
Max: Hipsters wear?
Han: Skinny jeans.
Max: Homeless wear?
Han: Dirty jeans.
Max: Hipsters listen to?
Han: Radiohead.
Max: Homeless listen to?
Han: The voices in their head.
Max: Hipsters have?
Han: Beard and a blog.
Max: Homeless have?
Han: Beard and so much sadness. I see sadness, there and there.
Max: I'll handle this. [walks toward the group of hipsters] I told you before, I don't want your kind in here. Take a trendy hike. Better step it up. The Apple Store closes at ten.
Han: Max, why did you kick out the hipsters?
Max: 'Cause I could not be in the background of another Instagram photo.
Max: Oleg, take a picture of your junk on this customer's camera.
Oleg: Done.
Max: Aren't you gonna ask why?
Oleg: No need.
[Caroline screams]
Caroline: I just saw Oleg's...
Max: Yeah, that might have been my fault. Kind of a shock seeing it for the first time.

And the Pop-Up Sale [1.12]

Han: Don't forget to pick up customer comment card. Customers very important. It's all about the fans.
Max: Yeah, I'm not a fan of hearing what people have to say. For instance, what's happening right now—not a fan.
Han: Max, feedback from customers is very important business tool. Perhaps we'll pump the brakes on sour waitress attitude.
Max: There's only one tool that can change my 'tude, but I'm gonna need two AA batteries and a 20-minute break.
Jeffrey: [to Caroline] And so sorry to hear about your father being a criminal and you being penniless and all that ugliness. But it is kinda karma. You are where you are now, and I'm back on top.
Max: Look, Jeffrey, I know we just met, but there's no way you're a top.

And the Secret Ingredient [1.13]

Max: We just need to grab ten boxes of Duncan Hines cake mix and we're done.
Caroline: Why would we need to do that?
Max: Why do you think? To make the cupcakes.
Caroline: I thought the cupcakes were homemade.
Max: They are, I make them in my home.
Caroline: You've been using a boxed cake mix?
Max: Relax, I only use it when I'm tired. And I add a secret ingredient of my own to the mix that makes them irresistible.
Caroline: So you have no shame using the store-bought mix?
Max: I've no shame about anything. Shame is overrated like Ke$ha. In fact, they should rename shame "keshame." "I just bought a Ke$ha album, I'm so keshamed."
Tanya: [in a Jamaican accent] All right now, your total is $70.49.
Caroline: Wow, that seems like a lot.
Tanya: I don't make the prices, now do I?
Caroline: No, I was just commenting.
Tanya: Well, it's not CNN, now is it?
Max: [pulls out a few coupons] Here, give her the coupons.
Caroline: The coupons?
Max: Yeah, here.
Caroline: Max, you use coupons? I had no idea.
Max: You're looking at me like I'm on To Catch a Predator.
Caroline: We don't need to use those, I have my tip money right here.
Max: What are you talking about, I have coupons. Here, take them. [Hands Caroline the coupons]
Caroline: [tries to give Tanya the coupons] I— I have— [turns back to Max] I can't, I don't want to. I've fallen so far, I can't fall any further. Don't make me.
Max: There's no need to go down a keshame spiral. [takes Caroline's hand with the coupons and puts it out to Tanya] Hi, she has coupons.
Tanya: Oh, now you tell me you have coupons? Should have told me before, now shouldn't ya?
Caroline: I didn't wanna tell you at all, she made me. [turns to Max, imitating Tanya's accent] Now didn't ya?
Max: Look, it's not a big deal. Lots of people use coupons.
Caroline: Coupons are for—
Max: Poor people, yes. Like us. People who stand at the cash register and say things like, "Wow, $70? That seems like a lot."

And the Upstairs Neighbor [1.14]

Caroline: [referring to Sophie] Oh, my God, she's a hooker. I've been using a hooker's lip gloss.
Max: She's not a hooker.
Caroline: Oh, good.
Max: She's too old, she's a madam. You've been using an old hooker's lip gloss.
[In a restaurant, after Sophie asked if the girls would consider working for her and then excused herself from the table for a moment]
Caroline: I can't believe she would actually consider asking us to be prostitutes.
Max: I know. I mean, me, I get, but you, I don't see it. You heard the guy, I look like I could "take a lot." [referring to a comment from one of the restaurant's waiters]
Caroline: Max, it's not funny. Isn't it bad enough I may have gotten herpes from her Chanel gloss?
Max: Of course we're not gonna do it, but come on, you'd be a terrible hooker.
Caroline: Thank you, I would be a terrible hooker. I have a heart, and soul, and dreams, and wanna fall in love and have a family.
Max: Oh, just say it, you're bad in bed.

And the Blind Spot [1.15]

Oleg: [comes out of the kitchen after learning Sophie was at the diner] Kitchen was closed... But can now be open again for such a beautiful woman. Hello. I am the chef.
Max: Oh, here we go. Ukraine's gonna try to invade Poland. It's double D-Day.
Caroline: Oleg, this is our neighbor, Sophie.
Sophie: I would like to have a plate with sausage on it while I look over the menu.
Oleg: Yowza. You are like someone super-sized Victoria's Secret angel. I'd like to Gisele on your Bündchens.
Sophie: [hits Oleg in the crotch with a magazine] You're gonna act like a dog, I'll treat you like a dog.
Caroline: [notices Max smoking one of Sophie's electric cigarettes] Max, you shouldn't smoke. You'll get...
Max: What, electrocuted? This is silly. If I'm gonna suck on something this hard and get no pleasure out of it, I should just date.

And the Broken Hearts [1.16]

Oleg: I would like to hire you to clean my house.
Sophie: Oh, yeah, this is possible. I will send girl. What is your address?
Oleg: I don't want some girl. I want you to come clean.
Sophie: Oh, you cannot get me to come.
Oleg: Oh, I can get you to come.
Sophie: No, I can no longer come anymore. No, Max and Caroline can come.
Max and Caroline: No, no, no, no, we're not coming.
Oleg: So no one can get you to come?
Sophie: Well, some people can get me to come... Just not you.
Oleg: Hard to get... I like it.
Max: [to Caroline, after both got flowers from Caroline's father] Roses from a man. Now I'm starting to get it. Is it weird that I kind of wanna have sex with your dad?

And the Kosher Cupcakes [1.17]

Max: You realized I replaced that Purell with K-Y, right?
Caroline: Max, please say you're kidding.
Max: Of course I'm kidding. I can't afford lube. I just use my tears.
Caroline: Max, seriously, don't mess with my hand sanitizer. I've already caught poverty this year and I refuse to catch the flu.
Caroline: [to Esther Rachael] I'm so happy to be in your warm and wonderful home. I was very close to my neighbors, the Kleins. In fact, they called me their honorary Jew.
Max: Stop now. This is like when you tell Earl you're practically black. We'll just get our money and go.
Esther Rachael: Take our money and go? What are we, barbarians? Stay and celebrate a little! But, out here in the kitchen, away from the men. Sit, eat, come!
Max: Three of my favorite things to do!

And the One-Night Stands [1.18]

Max: Dude, you and the webmaster have been talking "business" every day for a week. Is something going on there? Shouldn't the web be mastered by now?
Caroline: It's strictly business.
Max: All right, but it's costing us $200. Might as well get something out of it. Maybe let him browse your Yahoo? Looks like he might have a big ol' hard drive with a lot of RAM.
Caroline: Yeah, he's cute, but I don't want a relationship right now. And I don't do one-night stands.
Max: All right, so don't stand. Lay down.
Caroline: That's not me—the next morning, doing the walk of shame. I always see those girls with their messed-up sex hair, carrying their heels, clutching their coats to hide last night's outfit.
Max: Going into Kinko's to use Google Maps so you can figure out where you are.
Caroline: You really put the "ho" in "Kinko."
[At the prison, after Max offered to be searched by a guard so that Caroline could visit her father]
Caroline: I'm so excited to see my father after all this time. How do I look?
Max: You look good. How do I look? Do I still have that freshly felt-up glow?
Caroline: Well, that ginger over there thinks you look good. He's full-on staring at you.
Max: Well, I should hope so. If you can't get a dude in prison to check you out, it's time for a makeover.

And the Spring Break [1.19]

Caroline: [after someone knocks on the door] It's 3:00 a.m. Who would be coming over now?
Max: I don't know, my dealer, my other dealer? That guy who always asks if I know where my dealer is?
[Caroline turns around with a shocked look on her face after looking through the peephole]
Max: Who is it?
Caroline: You can't handle what's on the other side of that door.
Max: Yesterday, I saw a guy on a stoop frenching his cat. I can handle anything.
Caroline: [opens the door] Oleg, what are you doing here? And you put the "oh, no" in kimono.
Oleg: Your upstairs neighbor Sophie is allowing me to have sex with her. And I came down to borrow some sensual oils. Preferably, ones that you can eat.
Max: [to Steve and Michael, a gay couple] I'll go grab some menus for you girls.
Caroline: Max!
Max: Sorry. I'll go grab some menus for you ladies. [walks away]
Michael: Love her... So Madeleine Stowe in Revenge.
Steve: Oh, she is.
Caroline: I don't watch that.
Michael: We love it. It's all about a young blonde woman who's out to seek revenge on everyone for destroying her family.
Caroline: Yeah, too close to home.

And the Drug Money [1.20]

Caroline: Mr. Hutchinson, this is my friend, Max. Max, this is Leo Hutchinson, one of my father's attorneys.
Max: Oh, I've never known a lawyer who wasn't court-appointed for me. Well, except for the ones on Law & Order. Have you ever been on that show?
Leo: No, I'm a real lawyer.
Max: You look like someone who was on that show. Are you sure you didn't represent the woman who ate her child?
Leo: I've never represented anyone who ate their child... on Law & Order. Caroline, I'm sorry to drag you into this, but the prosecutor is asking for you to give a deposition regarding your father's case.
Max: Anything I can do to help? I'm pretty courtroom savvy. I mean, I haven't seen every episode of Law & Order, just, like, 400 of them.
[At the drug trial, after a male nurse read off the possible side effects]
Max: Anal leakage. [Caroline looks shocked] The grande dame of side effects. [the nurse gives each a small plastic cup with a drug inside] Well, bottoms up.
Caroline: Max, don't say that after "anal leakage."

And the Messy Purse Smackdown [1.21]

Caroline: Max. Do you have any gum? My breath tastes like someone else's breath.
Max: You're asking me if I have any gum? That's like asking New Jersey if it has any sluts.
Caroline: Great. There were onions in my street meat. Listen to me. "Onions in my street meat." Last year, I was taking meetings on Wall Street. This year, I'm eating meat from the street by a wall.
Max: [searching her purse] Let's see. Phone, chapstick. A pill! Could be birth control, could be ecstasy. Waiting for a day off to find out. Why wait? [takes pill] If I start touching your hair in an hour, don't let me have sex with anyone.
Caroline: [after someone knocks on the door] Who is it?
Sophie: [from behind door] Kim Kardashian.
[Caroline opens the door and lets her in]
Sophie: No, I'm not Kim Kardashian. No, I work for a living.

And the Big Buttercream Breakthrough [1.22]

Caroline: Before I forget, I printed up more of our cupcake business cards so we can hand them out tomorrow at the Williamsburg crafts fair.
Max: Ooh, can't wait. Me and you handing out free cupcakes, stuck between hipsters selling crochet iPad sleeves and Salt-n-Pepa salt and pepper shakers.
Caroline: We're not just giving them away for free. It's marketing. One person eats it and spreads it around to their friends.
Max: So we're herpes.
Caroline: I made a call to a connection I know and got us a real cupcake job. And it's in Manhattan. It's the first birthday party for the son of a socialite. 60 cupcakes with buttercream frosting. Up top!
Max: [surprised] Buttercream?
Caroline: This is not the response I was expecting from my business partner. I was expecting, "Wooo! Awesome job! Thumbs up, buddy!"
Max: Why? Is your business partner on a show on Nickelodeon? Look, I don't do buttercream. Buttercream is a bitch. If it doesn't stay refrigerated, it falls apart as fast as a two-celebrity marriage.

And Martha Stewart Have a Ball [1.23 & 1.24]

Max: [notices an odd-looking man typing on an old typewriter and approaches him] Wow! Bummer, dude. You have a time machine? And somehow, it got programmed to this crap diner?
Steampunk guy: I must admit, I am quite taken with steampunk.
Max: Oh, steampunk, right. I remember that trend. It happened for, like, ten seconds back in 2000-and-are-you-kidding-me? Dude, seriously, you're sitting in a public place tap-tap-tapping on an oldie typewriter? What are you? In The League of Extraordinarily Pretentious Gentlemen?
Steampunk guy: Aren't you being a little aggressive?
Max: Yup. That's how people are here in the present where we live. But don't get me wrong. I'd like to go back in time, too. Maybe stop 9/11 or that creep who had sex on my shoe, but I can't.
Steampunk guy: Present? Where's that uniform from? Like, 1998?
Max: Oh, stop, or I'm gonna have to shoot you with a Smith & Wesson I'm currently packing in my bloomers.
Caroline: [after Sophie finds an invitation to the Metropolitan Museum's annual gala in Caroline's hate mail] This is my favorite social event in all of New York. I've gone every year since I was 18. It's a fashion ball at the Museum of Art—
Max: Yeah, I know what it is. I catered it last year.
Caroline: Max, how weird. We were probably right in the very same room.
Max: Then there's a good chance I spit in your drink. Not really, unless you were acting all prissy and demanding.
Max and Caroline: There's a good chance I spit in your drink.
[At the gala, after Max and Caroline change into caterer uniforms so they can sneak in through the servers' entrance]
Caroline: What are we gonna do with our dresses? We can't leave them out here. I need them inside. I have to look amazing when I meet Martha Stewart.
Max: What does it matter what we're wearing? We're still gonna be the two crazy girls chasing her down with a cupcake.
Caroline: That's why it matters.
Max: [spots a big steel box] Oh, ooh! I know. Here. Help me get the shelves out of this. We can hang our dresses in here and push them in.
Caroline: Brilliant. Kind of like the Louis Vuitton travel wardrobe I used to have.
Max: Or the service elevator I was born in.
[Caroline offers Martha Stewart a cupcake moments after coming out of a stall in the ladies' room]
Martha Stewart: Well, in spite of the fact that you have not yet washed your hands...
Caroline: I was just changing my dress in there.
Martha Stewart: I'll taste it.
Caroline: You will?
Martha Stewart: I like your entrepreneurial drive. And, uh, I have a feeling that it's actually the only way I'm gonna get out of here alive.
↑Jump back a section

Season 2

And the Hidden Stash [2.01]

Caroline: [while on the phone] My father wants to know if you'll come out to the prison and finally meet him.
Max: Sure.
Caroline: Great. We'll see you tomorrow. Bye. [hangs up]
Max: I'm not going.
Caroline: What? Why'd you say yes?
Max: 'Cause you never tell a man in prison "no," he could hang himself with his belt.
Max: [receiving a catalog at the Channing estate auction] Actually, I need two: One for me, and one for my friend... [Caroline walks in wearing a brunette wig] Zooey Deschanel. What? You look like her.
Caroline: Everybody does. It's the least expensive look you can do and still get laid.

And the Pearl Necklace [2.02]

Max: [after hearing a group of hipster girls using the word "vagina"] Well, it's over. I can't say it anymore. The vagina's gone mainstream. What's next? A clothing line at Target?
Caroline: Aw, Max, I'm sorry. It's your favorite word.
Max: And my favorite body part. But now everyone's saying it.
Caroline: Well, we can pick another word for it. Something cute, like cookie.
Max: Yeah, it sounds like a good idea until you walk past a bunch of Girl Scouts selling their cookies on the street.
Caroline: Max, have you seen my phone? I wanna take a picture of this bad tip and put it on Instagram. Getting loose change used to be so depressing, but now I can share it with strangers.
Max: Let me sum it up: Twitter is stupid, and Instagram is Twitter for people who can't read.

And the Hold-Up [2.03]

Caroline: I don't like this movie, it's violence against women. Let's go see that Katherine Heigl rom-com sequel.
Max: Talk about violence against women.
Caroline: You said you'd take a bullet for me. You'd never take a bullet for me.
Max: Probably not, no one ever takes a bullet. It's just something people say that they don't mean, like "How was your day?" or "We'll stop if it hurts."

And the Cupcake War [2.04]

[Max and Caroline are making an audition tape to appear on Cupcake Wars]
Caroline: We're gonna be great. We got this, girl.
Max: Okay, stop. On every reality show, people say lame things that we can never say. No fist bumping, no high fives. You can't tell me to "bring it," "shut it down," or "put our cupcake business on the map." You can't tell me to "go, girl" or "bring my A game," and we don't "got this." Cool?
Caroline: Cool. But we do got this, right?
Max: Yeah, we got this.
Janis: Bring your own brand, just like you did on your home tape. [to Max] You're edgy with big boobs, [to Caroline] you're the try-hard.
Caroline: I'm sorry, I'm the what?
Janis: That's your brand. The muscle and the hustle. The double-D's and the ditz. [leaves]
Caroline: I went to Wharton, I'm not a ditz.
Max: Well, you ain't the double-D's. Can you believe she openly commented on m'goods?

And the Pre-Approved Credit Card [2.05]

Caroline: [going through the mail] Max, you will not believe what just came addressed to you.
Max: Let me explain: I'm not a Scientologist, I just went there one time because I heard some rich guy was looking for a wife.
Caroline: Oh, my God. My hand just touched the subway floor. How do I know someone didn't pee here?!
Max: Oh, honey, I've peed here. This is New York, it's made of pee.

And the Candy Manwich [2.06]

Max: You should totally go for the hot guy.
Caroline: Or you can go for him. Let's think about this. He's clean and not a drug addict, so he's more my type.
Max: Well, he's got a store full of candy and a penis, so he's more my type.
Caroline: [after throwing up at Andy's candy store] I finally meet an adorable, sweet guy. A guy so sweet, the word "sweet" is next to his name on actual real estate, and I completely destroy any chance I have with him.
Max: You didn't destroy anything. And it's good to let him know right off the bat that you have a gag reflex.

And the Three Boys with Wood [2.07]

Caroline: I've never dated poor, what is acceptable on a first date?
Max: Well, I'm pretty classy, so... anal?
Caroline: [awkward pause] I'm not that poor.
Jebediah: Got any words of wisdom for a kid trying to make it in the world?
Max: No, do you? Look, just know you're gonna struggle for a while. Someone's gonna ask you what time it is, and when you look at your watch, he's gonna put his penis on you. But like Dan Savage says, it gets better. Although it hasn't for me, so maybe that only applies to questioning teens. In short, there's really no point to anything, but sometimes, you get to eat candy or have sex, and that's when it all feels right.

And the Egg Special [2.08]

Caroline: [seeing the blood spatter on the walls of the soup kitchen] Oh, my God!
Andy: Oh, that's really gross!
Max: That's the greatest thing I've ever seen! Take a picture of me over here. I finally have a reason to join Instagram! People are gonna be like, "Food, food, cat, food, nails, nails, murder?!"
Ms. Shayne: [rejecting Max as an egg donor] Thank you for your interest, but I'm afraid we're gonna have to pass.
Max: Why? I didn't have sex in Africa.
Ms. Shayne: Yes, I know, that was your one plus, but under "family history," you put "drinking" and "secrets."
Max: I was being honest.
Ms. Shayne: Yeah, maybe too honest, because under "education" you wrote, "Jeopardy! reruns."

And the New Boss [2.09]

Han: Caroline is late again. And she better not use your new cupcake shop as an excuse this time, 'cause sista, that crap ain't gonna fly.
Max: First of all, stop talking like you're in a Tyler Perry movie. And secondly, [Caroline comes in without Han noticing] Caroline's here, she's in the kitchen.
Han: Oh, really? 'Cause when I was in there, you told me she was out here. You play me, fool.
Max: Stop talking like you're in a Tyler Perry sequel.
[Max walks in on Caroline and Andy having sex after hearing Caroline shrieking]
Caroline: What are you doing?!
Max: I forgot Andy was here! And your sex voice is the same as your murder voice!
Caroline: So are you just gonna stand there?
Max: Are you offering me a threeway?
[Intercom buzzes]
Max: Well, it looks like we're about to be a full-blown orgy.

And the Big Opening [2.10]

Caroline: Give me your guest names, I'll write them down.
Max: Okay, fine. Put down Tommy, Dylan, Robbie, Johnny—
Caroline: Robbie and Johnny?! Wait, Max, are these all your ex-boyfriends?
Max: Perhaps.
Caroline: Max, the invited guests were all supposed to be business contacts.
Max: See, this is why I didn't tell you sooner, you're a control freak. And for the record, these guys have all had contact with my business.
Caroline: You're using our launch party to get back at ex-boyfriends?
Max: Uh, yeah! That's what success is for, to say "suck it" to people who dumped you. "See my blown-out hair? Suck it! See my cool cupcake shop? Suck it! See these in this blouse? You wish you could suck it."
Robbie: I'm an alcoholic now, and I did a lot of stuff that wasn't cool, and I came here because the program says that I have to make almonds.
Max: "Almonds"? You mean "amends"?
Robbie: Cool. So, look, I cheated on you behind your back, like, every day.
Max: Well, um, we don't have to go into all this now, it's kind of a big night for me.
Robbie: And I stole money from you too, like, every time we had sex.
Max: But we had a lot of sex.
Robbie: [chuckles] I know. Well, I stole a lot of money.
Max: Well, this just went from "suck it" to "it sucks," so lift up your shirt. I gotta get something out of tonight.
[Robbie lifts up his shirt]
Max: [inhales sharply] Money well spent. [walks outside to talk to Caroline] Just found out I paid for more sex than an Arab businessman.

And the Silent Partner [2.11]

Andy: I came here to tell Caroline something kind of big.
Max: What? You have a secret family on Long Island?
Andy: No.
Max: You have hep C? D? One of the new heps?
Andy: No. I don't have any of the heps. Wow. Now, telling her I'm in love with her is just gonna sound boring.
Max: You're gonna tell her you love her?! Here in the diner?! [...] Andy, this isn't where you tell someone "I love you," this is where you tell someone their sex change looks passable.
Max: [about Andy] He was about to tell you he loves you.
Caroline: What?
Max: Just now, in the hall, and ice rink. He's been trying to tell you all week.
Caroline: But I've been too preoccupied with work, like Sandra Bullock in The Proposal. So he was gonna tell me at the ice rink? The one in Central Park?
Max: Yes, while having cocoa and splitting a hot dog.
Caroline: Oh, my God! That's, like, my dream "I love you" scenario! Why didn't you tell me sooner?
Max: Because when it comes to other people's creepy love stuff, that's when I'm a silent partner. And you need to stop with this creepy rom-com stuff, life isn't like a movie. Sometimes you're not a success right away. Sometimes you have to just eat it and be a cupcake. And sometimes you have to take your "I love you" whichever way it comes.
Caroline: You are so right. I don't have to wait for the moment to be perfect, like it was for Reese Witherspoon in Sweet Home Alabama. My life's not a romantic comedy, I can do it my own way. Like Julia Roberts in My Best Friend's Wedding.

And the High Holidays [2.12]

Caroline: [about asking to borrow money from Andy] I didn't do it. It's so not hot, he's my boyfriend. I mean, it's not like borrowing money from family. You don't sleep with your family.
Max: Not all families are the same, Caroline.
Caroline: Andy offered to pay our rent, but I said no.
Max: That is the whitest thing I've ever heard.
Caroline: It was really sweet of him, but I didn't wanna take money from a man I'm sleeping with.
Max: Wait, are you telling me there are women who don't take money from men they're sleeping with?

And the Bear Truth [2.13]

[Max and Caroline win a raffle for a luxury weekend vacation in the country]
Max: I've never won anything in my life! Except for that time I got stoned and accidentally won that hot dog-eating contest!
Caroline: Wait, how did this even happen? Did you put our card in?
Earl: Actually, I put your card in, and I took a few out. I figured you girls could use a vacation. You girls been working harder than my liver on payday.
Max: Oh, Earl, you're like Santa, without the weird fixation on children. [she and Caroline walk away]
Caroline: It was so nice of Earl to enter us.
Max: Oh, stop! He's like my father.
Caroline: [brings Andy a birthday cupcake with a candle atop it] Happy birthday! Now come on, blow.
Andy: I don't really feel like doing that.
Max: Welcome to our world.

And Too Little Sleep [2.14]

Caroline: [after Andy walks by the shop] Did you just openly wave to my ex-boyfriend?
Max: Yeah, I always wave at him. He didn't die just because you stopped letting him touch your boobies.
Caroline: Well, I don't wave to the guy at the record shop that you had sex with.
Max: I had sex with the guy at the record shop?! I should keep a diary.
Caroline: Oh, God, he's coming back. See what you started with your wave?
Max: I'm sorry, my hand is friendly. Ask any guy in high school.
Caroline: Max, I just hung up from a very panicked phone call, and you'll never believe what happened.
Max: The guy from the record store called to say I have super gonorrhea?
Caroline: You actually think a guy that you don't even remember called to tell me that you have super gonorrhea?
Max: Yes, that's how tired I am. Are you gonna make me wait forever? Do I have it or not?
Caroline: It's not super gonorrhea, but it is super bad news. This woman just called to confirm her order for 1,000 cupcakes for tomorrow. I've been so tired, I completely forgot.
Max: I'd rather have super gonorrhea!

And the Psychic Shakedown [2.15]

Amir: Hey, Max. Is today the day we're gonna get married?
Max: Sure, Amir. 'Cause my dream in life is to be detained for four hours on our honeymoon flight.
Amir: Max, you do know I was born in this country, right?
Max: You were born here? How old are you? About Zero Dark Thirty?
Amir: Yeah, and, uh, you were born in a Walmart, right?
Max: Where do you think the expression "Clean up on aisle 12" comes from?
Wiga: Come, sit, ruminate on your wishes and dreams.
Max: Well, my wish is that you give my friend her money back, and my dream is that I'm a backup dancer for Missy Elliott.

And Just Plane Magic [2.16]

Han: Girls, I have made a big decision.
Max: You're having a sex change? I totally support you, but be careful, Han—female-to-male is very tricky.
Han: Well, you would know.
Caroline: Meow! He must have already started on the hormones.
Han: Now, here's my big decision. We're moving from those icky glass ketchup bottles to modern, new squeeze bottles.
Max: Wow, that is some fresh, outside-the-box thinking.
Caroline: It's like being an intern at Apple during the summer of '76.
Han: That's right. Call me Han Jobs.
Max: Oh, I will only call you Han Jobs.
[Caroline hadn't seen Max since she left with a guy the night before]
Caroline: Max, thank God, I was so worried. Wait, why do you look extra pretty?
Max: Probably the new shades I didn't pay for. Or the hours of him going Downton on my Abbey.

And the Broken Hip [2.17]

Hipster: Dude, you should come to the '90s trivia contest every Monday at the Bar Bar. You could win, like, big money.
Max: Yeah, and then I could pay for the lobotomy I'd need to forget that I ever participated in a hipster contest in a bar.
Caroline: How are we gonna get 1,000 extra dollars by Monday? Wait, Max, we can go to that bar and exploit your special gifts.
Max: If I have to strip, I have to strip.
Caroline: Not that kind of bar, the hipster trivia bar.
Max: Can't I just strip? At least I'd still have my dignity.

And Not-So-Sweet Charity [2.18]

Caroline: Max, I know we've borrowed from everyone we know, but I'm so convinced that this is the right thing that I'm willing to stoop to something I never thought I'd do.
Max: Look, you're sweet, you're adorable, but you're way too bony to bring in more than 40 a night. And even if you got an animal sidekick, it's still not gonna get us there.
Oleg: It would get me there.
Caroline: We can make an appointment, go into the city, and ask my Aunt Charity for the money. She's president of a cosmetic empire and she's filthy rich.
Max: And how is she literally the only thing you've never talked about?
Caroline: Because she hates me.
Max: That's what family is—people who hate you, but can't kill you 'cause they're the first ones questioned.
Caroline: [about her seagull cup] You hid it and kept it all these years?
Aunt Charity: Yep.
Caroline: Why would you wanna hurt me like that?
Max: [sucking on a morphine lollipop] It's obvious. She's obsessed with her brother, and she saw your being born as his love being taken away from her. Damn, this thing makes me smart!

And the Temporary Distraction [2.19]

Caroline: [after being promoted as junior executive] I talked to Eli about hiring you full-time. You are now a junior executive's executive assistant!
Max: I will knock you to the ground!
Caroline: Max, think about it. It comes with health care. You wouldn't have to decide between birth control pills and morning-after pills!
Max: Are you trying to take away a woman's right to choose?
Max: You think you're a failure? 'Cause I think we did amazing.
Caroline: The shop closed, Max. Our dream blew up in our face.
Max: Lots of things blow up in your face, it's part of being a woman. You just... towel off and keep going.

And the Big Hole [2.20]

Oleg: [after inviting Sophie to his apartment] Girls, I may have oversold my apartment.
Caroline: What, by saying she won't need to get shots?
Oleg: Yes. Maybe you two could help me fix it up a little, give it a feminine touch.
Max: Well, I'm out.
Caroline: You know what? I'll do it. But I'm very recently out of work, so I'm gonna have to charge you.
Max: If you didn't, you'd be the only girl who ever went to his apartment without getting paid.
Max: You don't have to do this! Just call Han and apologize, and we can get outta here before the syphilis sets in.
Caroline: No, he said some really hurtful things to me, and I'd rather stay here and work for Oleg and Alexis. At least I'll have my dignity. Now, if you'll excuse me, I have to go climb the Spermship Enterprise. Let me just get these curtains open so I can see better.
Max: Seeing better? Is that the way to go?
Caroline: Oh. I'm walking on a waterbed. This is harder than it looks.
Max: How many times has that been said on this bed?
Caroline: Oh, my heel! [her heel punctures Oleg's waterbad, squirting water in her face] I swallowed! I accidentally swallowed!
Max: You know that's been said.

And the Worst Selfie Ever [2.21]

Caroline: I'm gonna text Andy for another booty call, and maybe this time we can go out and have a booty breakfast.
Max: As president of the Casual Sex Society, local chapter, I call bull on your booty.
Caroline: What? It's a booty call.
Max: Not with you it isn't. You think that booty breakfast will maybe lead to a booty dinner then maybe booty engaged and booty married and have a couple booty kids and a booty retirement home and then booty die together.
Andy: [after Caroline shows him a picture of her vagina on her phone] I thought it was annoying when people took pictures of their food.
Caroline: When were you gonna tell me, Andy? When my vagina burst into flames and became an actual burning bush?
Andy: Wait, that's yours?!
Max: Worst selfie ever, right?
Andy: Wow, I didn't recognize it. Was it out in the sun?
Caroline: You owe me $250 for the blood test, Andy.
Max: And $9 for that drink. Look, everybody just calm down. Andy, you may or may not have given her herpes. She may or may not be overreacting. I may or may not have slept with that bartender. He is my type, and yet, he has a job, so he's not. And he... goes in the "Maybes."

And the Extra Work [2.22]

[A film crew is interested in shooting a scene of Law & Order: Special Victims Unit at the diner]
Tom Woo: We'd like to shoot here. It's got the right amount of funk and skank.
Max: [gasps] If we do real good in this and get a spin-off, that'll be the name of our show—Funk and Skank!
Caroline: Okay, but I don't wanna be Skank.
Max: Oh, clearly I'm Skank.
[The director of Law & Order: Special Victims Unit invites Caroline to his hotel room, but she finds out he's married]
Caroline: What do we do, Max? I don't wanna offend him. We need that extra money for Chestnut. This is the oldest tale in the book—a woman forced to trade her body to get her child shoes. It's Shakespearean, it's Dickensian, it's Kardashian!
Max: Look at the bright side. You already thought he was sexy, so you were probably gonna sleep with him eventually. And now that he's married, you know he won't cheat on you with somebody else because you're that somebody else. You a side bitch!
Caroline: No, Max, I can just tell him how I feel. Besides, he probably already got it. You heard me tell him he read the signs wrong.
[The director comes out of the bathroom with just a towel wrapped around his waist]
Max: Apparently the sign he read said "Three-way up ahead."

And the Tip Slip [2.23]

Max: Give me your phone. You need to remind yourself of the person your father used to be. Look, here he is working with UNICEF. And here he is water-skiing on Lake Rich Person. Look at that smile. Is that the smile of— hold up. Whoa, whoa, whoa. What's coming out of the left leg of his swim shorts? I think your father's junk is trying to tell me there's gonna be six more weeks of winter.
Caroline: What are you saying?
Max: I'm saying, someone had a tip slip, and that is not a small tip. And as a waitress and a loose woman, I know a small tip when I see one.
Max: Hey, you know, they'll probably come to you one day and want a tell-all book. Remember, we already have chapter one, "Sleep Farts." Chapter two: "My New Stepmom Max."
Caroline: Max, am I gonna have to defend my father forever?
Max: Probably, but don't worry, I'll be there to help.
Caroline: Thank you.
Max: 'Cause it's a wife's job to defend her husband.
Caroline: It makes me sad to think he's gonna be in prison for the rest of his life.
Max: Don't think of it like that, he's not just in prison. He's in Africa working with UNICEF, he's in Haiti, he's water-skiing on Lake Rich Person, and he's on the desktop of my computer.
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Last modified on 11 May 2013, at 05:38