2 Broke Girls

2 Broke Girls (2011–2017) is an American television sitcom that aired on CBS. The series chronicles the lives of Max and Caroline, two waitresses in their early 20s living in the Williamsburg neighborhood of Brooklyn, New York City, while attempting to launch a cupcake business. On May 12, 2017, CBS cancelled the series after 6 seasons.

Pilot [1.01]

 * [First lines]
 * Oleg: Pick up. Tables 12, 4, 11.
 * Max: Got it. Hey, when you get a second, stop looking at my boobs.
 * 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.

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 * 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."

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 * [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.

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 * 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.

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 * [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.

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 * 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.

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 * 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.

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 * 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.

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 * [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.

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 * [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.

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.

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 * 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.

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 * 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.

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 * 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.

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 * 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.

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 * 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.

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 * 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.

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 * 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?!"

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 * 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.

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 * [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."

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 * 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.

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 * 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.

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 * 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.

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 * 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.

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 * 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?

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 * 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.

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 * [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.
 * Earl: Hold up. No spoilers, I haven't started season three yet.
 * Caroline: Earl, you watch that show?
 * Earl: Yes, I do. I enjoy any show where the help is white.

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.

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 * 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.

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 * 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?

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 * 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.

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 * 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.

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 * 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.

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 * [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.

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 * 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.

And the Window of Opportunity [2.24]

 * Caroline: Sorry I'm late, I was having my nails done. It's the first time I stopped moving in two years, and I fell asleep.
 * Max: You had money to get your nails done? Question: Was prostitution as disgusting as you thought it would be?
 * Caroline: Han paid for it.
 * Max: Oh, so it was worse.

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 * Caroline: I have exciting news. At the nail salon, I heard about this amazing seminar we should go to.
 * Max: Oh, no, no, no. I went to a seminar once. I was almost married to 300 Koreans.
 * Caroline: It's a branding seminar for business owners to define who they are and get them primed and ready for their window of opportunity.
 * Max: I think I'd rather be married to 300 Koreans. Then I could get my nails done whenever I wanted.
 * Caroline: Max, this is the real deal. The woman who runs it is a branding genius. She created the Nike "Just Do It."
 * Max: Oh, that woman didn't make up "just do it." High school boyfriends have been using that for centuries.

And the Soft Opening [3.01]

 * Cool guy: I've been out of town all summer. Anything new?
 * Max: Anything new? Let's see, well... Facebook went public and Edward Snowden went private. Kim and Kanye had a baby, so now there's another Kardashian to not keep up with. Paula Deen is out, gay marriage is in, and a teacher in California's out for letting her students get it in. Justin Bieber got a hit-and-run, Chris Brown got a hit-and-run, Rihanna got hit and still didn't run. Oprah gave Lindsay $2 million, cunnilingus gave Michael Douglas throat cancer, and Michael Douglas gave guys everywhere another excuse not to do that. Egypt went crazy, Amanda Bynes went crazier, and the NSA checks our phones like a crazy ex-girlfriend. Oh, and Texas hates women, Florida hates blacks, and everybody hates everything with the exception of Angelina Jolie, who is totally awesome.
 * Cool guy: I meant on the menu.

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 * Caroline: You're right, Max. You only live once. YOLO
 * Max: And you only live till the next time you say "YOLO."

And the Kickstarter [3.02]

 * Max: Kickstarter—that's the website where strangers give money for crap that no one in the real world would invest in, right?
 * Kickstarter girl #1: Exactly, but our project isn't crap, it's bananas. We design candles with arms.
 * Max: [mocking girl #1] I can't. I just can't.
 * Kickstarter girl #2: Don't you have a passion project? Something you've always wanted to do?
 * Kickstarter girl #1: Yeah, you can't just wanna be a waitress your whole life.
 * Max: [chuckles] Actually... I do have a Kickstarter idea. I'd like to start kicking your asses!

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 * Max: [after being offered a new phone] Here, I'll just take this one.
 * Chiandra: Slow down, now. Take a look around. You got a whole world of possibilities. Pick 'em up, get a feel, hold it in your hand for a while.
 * Max: Chiandra, it's a phone, not Bruno Mars. [picks up phone] Oh, "Texting is easy with the new finger-friendly keyboard." My fingers are already too friendly, ask my fourth-grade boyfriend.
 * Caroline: Wow, these sample texts are getting kind of racy. "Bad news—I think the condom broke last night." Why would anyone put that on a display model?
 * Chiandra: [embarrassed] That's mine. I left it there by accident.

And the Kitty Kitty Spank Spank [3.03]

 * Max: Oleg, how do you feel about cats?
 * Oleg: Loved it. Saw it nine times on Broadway. Very clever show, but a little expensive. The most I've ever paid to see a pussy dance.

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 * Caroline: Hey, Han, do you want a cat?
 * Max: You could finally have a friend your own size. Come on, you could ride it to work.
 * Han: No, I can't have a cat. They're lazy, moody, and judgmental. I don't need another you. Plus, they don't show affection.
 * Max: Sure they do, you just have to know how to get it out of them. Cats love to be lightly spanked on their bottom.
 * Han: I don't understand why a cat would like that. It's so mysterious.
 * Max: [repeatedly slapping Han on the buttocks] Kitty. Kitty. Kitty-kitty-kitty. Kitty. Kitty. Kitty-kitty-kitty.
 * Han: Hmm. Well, I can't have a cat, I work all the time. Why did I like that so much?
 * Max: I don't know. Something with boobs was touching you?
 * Han: People with boobs touch me!
 * Caroline: She means aside from your mom.
 * Han: Then, no.

And the Group Head [3.04]

 * Caroline: [referring to Luis' ringtone] Is that the theme song from Sex and the City?
 * Luis: You know it is! I'm a Charlotte.
 * Caroline: So am I! There's not a lot of us.
 * Max: I'm all the dead girls from American Horror Story.

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 * Caroline: Do you ever think about getting back together with Oleg?
 * Sophie: Oh, God, no. I'd rather accidentally have sex again with my cousin.
 * Max: I hate when that happens.

And the Cronuts [3.05]

 * Max: What's a cronut?
 * Oleg: Cronut is what we called my Croatian cousin with one testicle. He hung himself.
 * Caroline: Okay, well, in America, it's a half-croissant, half-doughnut. They're on the news, Twitter, Instagram. People can't stop talking about them. If cronuts had tongues, they'd be the Miley Cyrus of pastries.

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 * Max: [seeing the line for cronuts] All this is for a croissant and a doughnut? Those things already existed! Where was all the fanfare when I combined the sleeping pill with the morning-after pill and called it the "sleep-through-the-morning-after" pill?
 * Caroline: How did these things get so popular?
 * Max: There's no science to this trend stuff. It's all decided by one bitchy gay guy typing in his room, making it all up.
 * Caroline: Well, then we have to do some trend research. We've got to figure out how to make Max's Homemade Cupcakes the next cronuts.
 * Max: I hate all these stupid trends—cleanses, cronuts, condoms...

And the Piece of Sheet [3.06]

 * Max: Where are my old sheets, bitch?
 * Caroline: Why? Why are you calling me a bitch at night? I was sleeping in my new jammies!
 * Max: Well, I can't sleep without those sheets, so where are they? I checked all your drawers. And by the way, who hides their vibrator in a Starbucks cup?

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 * Max: Those sheets were really special to me, okay?
 * Caroline: Oh, did you lose your virginities on them?
 * Max: I don't have sex in beds, that's where I eat.

And the Girlfriend Experience [3.07]

 * [Han sent his mother pictures of a fake girlfriend after learning she is coming from Korea to visit him]
 * Caroline: Han, you might have catfished your mom?
 * Han: I might have.
 * Oleg: Catfishing... Right. That's when you pick up a woman in a bar, and when you get her in the light, you realize she has whiskers. P.S.: Doesn't bother me.
 * Caroline: No, catfishing is when you pretend to be someone you're not on the Internet. You know, like everyone on the Internet.
 * Han: All my mother wants is for me to be happily married like my father and her.
 * Max: All my mother wants is a cure for hep C.
 * Han: Look, here she is. [hands iPad to Caroline]
 * Caroline: "Korean beauty June Kim, AKA Sapphire"? Han, you chose a prostitute?!
 * Han: She's not a prostitute! She has a website!
 * Max: Yeah, and I know a guy with business cards whose "job" it is to relax your rectum.

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 * Su-Min: I am just so excited that my Han finally found the perfect girlfriend. Oh, you know, his June is a brilliant brain surgeon.
 * Max: Well, she certainly knows a lot about head.
 * Su-Min: And she goes to church every Sunday.
 * Max: Yep, that girl is always on her knees.
 * Su-Min: Oh. And she is a classical pianist.
 * Max: She is making this too easy.

And the 'It' Hole [3.08]

 * Max: Earl, I need my checks for tonight.
 * Earl: Beautiful?
 * Max: Check.
 * Earl: Sexy?
 * Max: Check.
 * Earl: Cool?
 * Max: Check.

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 * [Max is trying to get a table for her and Caroline at an old-timey restaurant, after Caroline got stood up by a guy who had reservations]
 * Max: This is where I'd tip you with cash or offer you sex, but I'm kinda broke and you're kinda gay, so just be nice.
 * Brian-Brian: We don't really need to bring my sexuality into it.
 * Max: I understand, it's hard to be out 100 years ago.

And the Pastry Porn [3.09]

 * Caroline: [referring to their messy apartment] Let's just ask Sophie, she has a cleaning service. We have to do something. Yesterday, I saw a roach walk out of our apartment.
 * Max: Look, I'm gonna tell you what I told that guy who asked me to use my butt to smuggle opium... I'll do it!

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 * Caroline: Max, we really need to talk about this brochure.
 * Max: Look, just because I have a pastry school brochure doesn't mean I'm actually gonna go to pastry school. Just like having those porn magazines doesn't mean I'm actually gonna ride around on a tiger performing unspeakable acts with sailors, probably. Pastry school is the same as porn, it's just a dumb fantasy.
 * Caroline: Pastry school is not like porn. There is nothing in this brochure about a girl-on-girl croissant.

And the First Day of School [3.10]

 * Nicholas: Chef, if you find this so funny, why don't you take a fiver? Isn't this how your saying goes?
 * Deke: I don't have a saying, but if I did, it'd be more like, "Eatin' ain't cheatin'." [leaves]
 * Nicholas: Anyone else who finds something hilarious can also go into the hall. Chef Max?
 * Max: Nope, nothing 'ilarious. Teach on.
 * Nicholas: Enough with the dirty jokes. We are all here to become master bakers. Master-baking is something I work really hard at it. To be a master baker...
 * Max: I'll be in the hall. [leaves]

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 * Caroline: I'm coming in there to flirt with chef Nicholas, and when I enter, I need you to say, "Caroline, you look amazing."
 * Max: No. I actually physically can't say that. I would rather walk in there and yell, "I have crabs, and three of them just escaped."

And the Life After Death [3.11]

 * Caroline: We got from the apartment to the subway to the pastry school in record time. I mean, I'm not wearing a bra and my thong may be on backwards.
 * Max: There's no wrong way to wear a thong, as long as it's uncomfortable. And with you, the bra's just for decoration. I have to wear one 'cause you get a ticket for not putting the kids in a car seat.

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 * Max: I need $5 to pay for a spatula I broke yesterday. I was having a Gordon Ramsay moment. I'd have sex with him, by the way.
 * Caroline: Why? He'd just be yelling at you and telling you you're doing it wrong.
 * Max: Yeah, sex.

And the French Kiss [3.12]

 * Caroline: Oh, my God, guess who texted me again.
 * Deke: Dame Judi Dench? Dame Judes texts me all the time. She's thirsty.
 * Max: More like, "Damn, Judi Drench."
 * Caroline: Oh, hi, Deke. Didn't know you were here. You're everywhere—pastry school, on the phone with Max talking about pastry school, and now here at the counter talking about elder sex with a beloved star of stage and screen. You're like...
 * Deke: What? Denzel Washington trapped in Channing Tatum's body? I get that a lot.

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 * [Caroline is not ready to have sex with chef Nicholas yet]
 * Caroline: I won't let it get that far. And by that I mean you won't. I'll give you a signal and then you'll say we have to go.
 * Max: What's the signal? Full penetration?
 * Caroline: No, before that.
 * Deke: So, just the tip?

And the Big But [3.13]

 * Caroline: Does it bother you when Deke talks about other girls with you like you're a guy?
 * Max: Not as much as it bothers me when you talk to me like I'm a girl. Look, Deke and I are just bros, I don't wanna sleep with him! Not that there's anything wrong with two bros sleeping together. I'm not bromophobic.

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 * Caroline: You can't always help who you're attracted to. It's like with me and Nicolas—
 * Max: This is not the same as you and Frenchie. I wasn't attracted to Deke before today. The first time you met Nicolas, your vagina fell on the floor and tried to crawl up his leg.
 * Caroline: Yes, but I scooped it up and snapped it back on, because I was not born to have sex with a married man. If I was, I would have flirted with Matt Lauer when he came over for the Christmas tree lighting at my house!

And the Dumpster Sex [3.14]

 * Caroline: [after Deke enters the diner] Oh, look, Max, it's your boyfriend.
 * Max: He's not my boyfriend, we just made out. I make out with people all the time. I made out with a guy in the diner last week.
 * Caroline: That wasn't making out. He was choking, and you gave him mouth-to-mouth.
 * Max: Yeah, but it led to sex.

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 * Max: I'm off on my date.
 * Caroline: You can't leave me here alone. There's a murder car out there!
 * Max: Relax. No one is after you.
 * Caroline: Oh, really? What about the person who yelled, "Watch yo back, bitch", when we were walking home?
 * Max: That was me, to that Girl Scout. If you tell someone you're carrying Thin Mints, you best be carrying Thin Mints.
 * Caroline: Max, you're coming back tonight, right? I'm kind of afraid. I've never been here alone at night.
 * Max: If you don't wanna be alone, why don't you call Han?
 * Caroline: Very funny. I did, Han's busy. He's going to a country square dance on Second Life. It's an online game, but he says it's more of a lifestyle.
 * Max: Don't you have to have a first life to have a second life?
 * Caroline: Max, please stay. Call Deke and cancel, or else you might come home to find me in a pool of blood.
 * Max: Oh, I always wanted a pool.

And the Icing on the Cake [3.15]

 * Max: Okay, two important things. One, I'm the guy you've been talking to on OkCupid. [Caroline looks embarrassed] And two, I need five minutes of girl talk and not a minute more because I'm worried it'll turn me into a girl.
 * Caroline: Go. Tell me. Leave nothing out, leave everything in.
 * Max: I said something today I never thought I'd say.
 * Caroline: "Thank you"?
 * Max: I said "I love you" to Deke! He said, "I love you," and I said it back!
 * Caroline: Oh, cool. Good for you.
 * Max: Wait, that's it? I finally decide to cave and be a girl for you, and you hang me out to dry? I've seen movies. You're supposed to jump around and say, "This calls for a margarita!"
 * Caroline: This calls for a margarita!
 * Max: Too much, too late. Your first reaction said everything, and your second one was just annoying.

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 * Deke: [as Sophie walks into his dumpster] Sophie, watch your head. You might wanna take your heels off.
 * Sophie: Take my heels off?! Communist Russia couldn't get me to take my heels off.

And the ATM [3.16]

 * Sophie: [after walking into the diner] What's that yellow tape? Did someone die again?
 * Han: No, Sophie, we got an ATM.
 * Max: I thought we already had an ATM. "Asian transgender male."
 * Han: Well, thank you for saying "male."

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 * Deke: [seeing Max and Caroline leaving his dumpster] Well, well. If it isn't Max-a-million. Or should I say, "Max who hates my millions"? Shouldn't you be occupying Wall Street or something?
 * Max: I am just here for my toothbrush, and then I'll leave you in your ivory dumpster to sit around and fart diamonds. So don't get the wrong idea, Uncle Pennybags, I'm not here to be Aunt Pennybags.
 * Caroline: Max, who's Uncle Pennybags? Is he one of the ones who touched you?
 * Max and Deke: He's the Monopoly Man!

And the Married Man Sleepover [3.17]

 * Caroline: [referring to her hairstylist] Damn it, Max, I got a straight one.
 * Max: What makes you think he's straight?
 * Caroline: He keeps pushing my head down before I'm ready.

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 * Max: Okay, where's the coke?
 * Caroline: There is no coke.
 * Max: Why would you call anyone into a bathroom if you don't have coke? That's rude!
 * Caroline: No, I was just gonna talk to you.
 * Max: Oh, then I'm definitely gonna need coke.

And the Near Death Experience [3.18]

 * Nicolas: Where's your Deke?
 * Max: In my pants, where it always is. Oh, you mean Deke. He's got the flu. It's everywhere. No one can shake it, it's like Taylor Swift.
 * Nicolas: Yeah, or Pitbull.

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 * [Caroline texted Nicolas saying she would only have dinner with him if he left his wife, and he agreed to do so]
 * Caroline: When I texted him that, I was just being flirty.
 * Max: Flirty is me not wearing underwear to the Times Square M&M store. So you really don't want him to leave his wife?
 * Caroline: No! I mean, sure, maybe I fantasized about it, but in my fantasy we were on a ski trip, and I was jumping up and down, excited, with my best friend Jennifer Lawrence.
 * Max: Cool, maybe call Jen next time the possum traps you by the garbage cans.

And the Kilt Trip [3.19]

 * Caroline: Max, we haven't been so busy since someone spray-painted "free sex stuff" on the wall outside.
 * Max: And you said I'm not good at marketing.

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 * Max: I love St. Patrick's Day.
 * Caroline: Tell me one good thing about it.
 * Han: [shows up in a leprechaun costume] Top o' the mornin'!
 * Max: Look, it's a Lepre-Han.
 * Han: So, what do you think?
 * Caroline: I'm concerned. If you're out here, who's guarding your lucky charms?
 * Han: You laugh now, and probably all night long, but with this costume my chances of getting laid are higher than ever!
 * Max: So zero?
 * Han: Nope, 100%.
 * Caroline: What makes you so confident? 'Cause the only answer I can think of right now is that you have cocaine in your wee pocket.
 * Max: Hey, I can see it—you're out drunk on St. Patrick's Day, and it seems like a good idea to bang a leprechaun. Like the Presidents' Day I hooked up with a guy dressed like Uncle Sam at the used car lot.
 * Han: This costume is my ace in the hole.
 * Max: Well, it does make you look like an ace-hole.

And the Not Broke Parents [3.20]

 * Caroline: [after learning pastry school has been closed] Oh, good, John's here. He'll know what happened.
 * Max: What makes you think he knows?
 * Caroline: He's a big queen, Max. He'll know why school's closed, and why Lady Gaga's last album failed.

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 * Caroline: Can't you just go to Deke's without me? I'm too down in the dumps.
 * Max: Then what better place to be than in a dumpster? And Deke said to make sure to bring you. And relax, it's not a three-way situation. When we made our three-way list, you were at the bottom with Taylor Swift.
 * Caroline: Well, at least I'm with Taylor. On the three-way list, who's above me?
 * Max: Vicki what's-her-name from Real Housewives of Orange County.
 * Caroline: Is that the one with all the face work?
 * Max: You're gonna have to be more specific.

And the Wedding Cake Cake Cake [3.21]

 * Caroline: Do you know what kind of cake you want?
 * Claire: Absolutely. Something traditional, something very old school, you know, very romantic. But wait, now I'm thinking, you guys are so cool. What if we did something with a weird, hipster Williamsburg vibe?
 * Max: So you want an obnoxious cake on a trust fund wearing an ironic T-shirt with HPV?
 * Claire: But wait, now I'm thinking... pastels for spring! Oh, but wait, now I'm thinking... colors. I love clowns.
 * Max: Wow, she changes her mind more than I change my underwear.
 * Caroline: So twice?

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 * Caroline: There's the gorgeous bride! Your dress is beautiful! It's a beautiful dress to get married in right now in the next room.
 * Claire: No, I hate it. I'm taking it off. I'm not wearing this dress—or that one, or that one. Because I'm thinking, marriage is stupid.
 * Max: So stupid.
 * Caroline: Max!
 * Max: Stupid beautiful, and everyone should do it.
 * Claire: Nope. It's not for me. Like underwear.

And the New Lease on Life [3.22]

 * Han: Let's start off this powwow by sharing our highs and lows of the week. My high was getting a particularly interesting Snapple Fact. And my low was—
 * Max: Your entire body?
 * Caroline: I'll go. My high was finding a barrette in the bathroom, and my low was imagining my new life without it. Max, your high?
 * Max: I certainly am. And my low will be when it wears off.
 * Oleg: Well, my high was catching a glimpse of a customer's lacy G-string, and my low was seeing his junk.
 * Earl: My low is this meeting. And my high is when it wraps up.
 * Han: Can everybody take this serious— [accidentally hits his crotch on the backrest of a chair] [high-pitched] I have a new low.
 * Caroline: [chuckles] I have a new high!
 * Oleg: Me too! [high-fives Caroline]
 * Max: Everybody, please! Han just clearly injured his vagina.

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 * Max: We can't afford to lose this lease. As soon as they find out this Lester Donovan is no longer living there, the rent will get higher than Justin Bieber on a plane with his dad.

And the Free Money [3.23]

 * [Caroline asks Max for money so she can bet on a horse race, and Max says she's addicted to gambling]
 * Caroline: I am not addicted! Now, where's your cash? 'Cause it wasn't in your piggy bank, which someone, not me, broke.
 * Max: You think you don't have a problem? Then, fine, you can have the money.
 * Caroline: You won't be sorry. Where is it?
 * Max: In my bra.
 * Caroline: Where's your bra?
 * Max: On my boobs.
 * Caroline: You sleep in your bra?
 * Max: Have to. Last time I let them out at night, they didn't come home till 4 a.m. and couldn't tell me where they'd been.
 * Caroline: Max, just take it out of there, please.
 * Max: Nope, I'll tell you what I tell every guy who wants to get in there: It's 12 bucks for adults and 10.50 for seniors.

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 * Caroline: [after taking money out of Max's bra] I promise I'll never do that again.
 * Max: That's what my Uncle Hank said.
 * Caroline: No, I meant I'll never ask you for money again.
 * Max: That's what Uncle Hank's wife said.
 * Caroline: No more gambling.
 * Max: Now I feel like you read the transcript of Uncle Hank's case.

And the First Degree [3.24]

 * Caroline: Max, I have a surprise, and it's right behind you.
 * Max: Before I turn around, is it Oprah? 'Cause I will die!
 * Caroline: It's a diploma from pastry school!
 * Max: No, seriously, what's the surprise? I'll even take Gayle.

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 * Max: Look, I am not a pastry school graduate. I'm not even a high school graduate. The only thing I graduated from was a scared straight program, which is why I'm not gay anymore.
 * Caroline: Max, you really didn't graduate? I always thought you were kidding about dropping out of high school, like when you say that Howard Stern is your dad.
 * Max: 'Cause he is! Look at our eyes. And I did drop out. I was like, "Later, suckas! I'll find a water fountain somewhere else."
 * Caroline: Water fountains? Gross. In private school, we never bent down to put our mouths on something unless it had a yacht.
 * Max: I didn't need a piece of paper from high school, and I don't need this fake piece of paper, because I don't fake things. Except orgasms with guys who don't know how to yank hair good.

And the Reality Problem [4.01]

 * [A television producer approaches Max and Caroline about shooting an episode of Keeping Up with the Kardashians at their cupcake window]
 * Caroline: Just give me one good reason why we shouldn't keep up with the Kardashians.
 * Max: I'll give you five good reasons: Kim, Kamber, Klondike... and the little ones, Krispy and Kreme.
 * Caroline: Not even close.
 * Max: Fine. Kim, Kooky, Kool-Aid, and the little ones, Kaptain and Kangaroo.
 * Caroline: It's Kim, Kourtney, Khloé, Kylie, and Kendall.
 * Max: That mother has some nerve, naming a kid who's probably never even read a book "Kindle."
 * Caroline: We need this! Everyone watches Keeping Up with the Kardashians. It's like Dancing with the Stars, but without the stars. So, Dancing with the Stars.
 * Max: Okay, tell me one good thing about this show that I hate, 'cause I've never seen it.
 * Caroline: Well, it's all about this family and their struggle to... keep up. Yeah, okay, I've never seen it either.

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 * Caroline: I'm so excited! Max, this is what I look like when I'm happy! You've never seen it.
 * Max: Please call me by my new name, Khlamydia Kardashian.
 * Caroline: Don't say anything stupid like that.
 * Max: I won't have to say anything. Kris will see me and recognize me as one of her own, with my lips, my boobs, and my willingness to live in some place called Calabasas.

And the DJ Face [4.02]

 * [Caroline wakes up to a strange man in the apartment]
 * Caroline: I warn you, I was in the Nutcracker Suite.
 * Sebastian: What's that mean?
 * Caroline: This! [kicks Sebastian in the crotch]
 * [Sebastian covers his crotch and falls on the floor; Max comes out of her bedroom]
 * Caroline: Don't worry, Max, I handled it.
 * Max: Yeah, I just handled it too. That's my booty call.
 * Caroline: Are you telling me you know him?!
 * Max: No, I don't know him! He just comes over for sex on Tuesday nights.

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 * Caroline: How do you not know the name of the guy you're intimate with?
 * Max: "Intimate"?
 * Caroline: Max, there are certain things you have to know about the guy you're engaging in sexual congress with.
 * Max: Only you can make sex boring.
 * Sebastian: [comes out of the bathroom] Well, not too bad. One's okay and the other one left on crutches. Later.
 * Caroline: Sebastian, wait. This is Max Black. Max, this is Sebastian.
 * Sebastian: Nice to meet you, Max.
 * Max: Yeah, nice to meet you too. And you can just call me what you usually do—"Oh, God."

And the Childhood Not Included [4.03]

 * Elliot: Oh... my... God! Is that a Teddy Ruxpin doll? Rita, I want that!
 * Rita: Your birthday just passed, Elliot.
 * Elliot: But my coming out party is coming up.
 * Max: What is that, like a queen-ceañera?
 * Elliot: So bitchy. Love her. A vintage Teddy Ruxpin is worth like, $500, and my mom works, so she has to buy my love.
 * Rita: One more word, and I'm taking away spa day.
 * Elliot: That's harsh, honey.
 * Rita: He's obsessed with the '90s.
 * Max: But you weren't even born.
 * Elliot: I know. I blame her. She couldn't find a man till late in life.
 * Rita: There go the pedicures.
 * Elliot: There go my sandals.
 * Max: As much as I love watching Will & Grace, this guy's not for sale. I'm sending him back to my mother's place, which, according to the Rhode Island Parole Office, is a cardboard shanty town outside of Big Lots.
 * Elliot: Well, here's my card. And let's face it, you look like you could use $500.
 * Max: So bitchy. Love him!

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 * Caroline: [trying to convince Max not to sell her Teddy Ruxpin doll to Elliot] That's "little you" in there, Max. And she's priceless. And she's about to erased and taped over by the soundtrack from Frozen.
 * Elliot: Frozen? Who am I? Me, a year ago?
 * Caroline: No. Can't have her.
 * Max: Well, what are we gonna do now about the other child? The one in the diner? [referring to Han, whose $500 fish Caroline accidentally lost]
 * Caroline: Well, I guess he's just gonna have to grow up.
 * Max: Grow up? You think if he had that ability, he wouldn't have used it yet?
 * Elliot: So what, no bear?
 * Max: Oh, please! You'll have a bear in your life, trust me.

And the Old Bike Yarn [4.04]

 * Max: Earl, can I borrow your paper? I wanna check my horoscope to see if I'll still be a whore in the future. All right, who wants to go first?
 * Oleg: Ooh, do me! Do me! Do me!
 * Caroline: Can we have one night at the dinner that doesn't end with you yelling that at a woman?
 * Max: All right, I'll go. "Gemini, the Twins." And they're both doing fine, so let's move on. Han, what sign are you? I'm guessing the 40-year-old Virgo.
 * Han: Max, you don't need that paper. I'll tell you what's in your future: Using my name as a reference at Chipotle.
 * Earl: You guys really believe in that crap? They just tell you what you wanna hear. "You will be rich. You will be famous." You'd think I'd buy a newspaper if it said, "You will be a 75-year-old cashier"?

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 * Caroline: [after telling Max she has good news] Close your eyes. I'll give you a hint.
 * Max: Last time I was told to close my eyes, I woke up in a bikini on a garbage barge. P.S.: Closest I ever got to a vacation.
 * [Caroline wheels a pink bike in and honks the horn]
 * Max: Oh, you're dating a clown?
 * Caroline: Please, you know I would have told you if I was dating someone who had a car. Look, it's the abandoned bike from in front of the shop!
 * Max: It was the bike from the front of the shop. Now it looks like a contestant on RuPaul's Bike Race.
 * Caroline: We're gonna use it to make deliveries. I already signed us up for three delivery services. Still crazy smart!
 * Max: Waste of time. Amazon's got drones, and we've got one gay bike. I don't wanna do deliveries.
 * Caroline: I got this. You bake, I'll bike.
 * Max: And while you bike, I'll get baked.

And the Brand Job [4.05]

 * Caroline: Max, business is down again, and the only phrase I've said more than that is, "Please, God, take me in my sleep." I mean, it's clear. Not getting ahead.
 * Max: Oh, is that what your mood is about? You're not getting any ahead? 'Cause I can take care of that with one call.
 * Caroline: You are not hooking me up with that guy who's listed in your phone as "Oral Redenbacher."

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 * Sophie: Guess what Oleg and I are going to do that will probably give me hep C.
 * Max: A threeway with Tommy Lee?
 * Sophie: No, silly. We're getting matching tattoos.
 * Oleg: We want something that represents our relationship. So maybe two butterflies doing the nasty during CSI: Miami.
 * Caroline: Wow, you two, his and her tats. Romantic and will help identify the bodies.
 * Sophie: Sure, you know, matching tattoos are the deepest expression of commitment.
 * Oleg: Well, matching tattoos and pooping in front of each other.
 * Sophie: I'm not gonna do it in front of my man. I poop at McDonald's 'cause I'm a lady.

And the Model Apartment [4.06]

 * Caroline: How would you describe our apartment? And I've already ruled out "worse than that girl-pit in Silence of the Lambs."
 * Max: Well, at least she had some silence once in a while. Look, no one's gonna pay money to rent this dump. We haven't in six months.
 * Caroline: Everyone else in Williamsburg is making money renting their crappy places on Airbnb. It's all how you describe it. So let's start lying.
 * Max: [sarcastically] This is a fantastic idea and I really wanna do this!
 * Caroline: First question: "Describe your neighborhood."
 * Max: Uh, run-down with a bunch of rats.
 * Caroline: Old-world charm. Pet-friendly. "What type of people live there?"
 * Max: Junkies, whores, homeless.
 * Caroline: Actors. "Do you have a hot tub?" Sometimes. "Gym?"
 * Max: Two. Gay Jim upstairs, and straight Jim across the hall who's only gay when he's drunk.
 * Caroline: "When is your space available? Always, sometimes, one time."
 * Max: Oh, just like our sex lives. Always for me, sometimes out of boredom, and one time for you.

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 * [The models arrive at Max and Caroline's apartment]
 * Lily Aldridge: Hi, I'm Lily.
 * Max: Oh, shoot, now I'm gay.
 * Caroline: Lily? As in Lily Aldridge?
 * Martha Hunt: And I'm Martha.
 * Caroline: Hunt?! Martha Hunt and Lily Aldridge?! Max, do you know who they are?
 * Max: Sure do! This one is the girl that I leave this one for.

And a Loan for Christmas [4.07]

 * Caroline: Oh, you made a Feliz Navidad cupcake! I'm muy proud of you. And I think we're gonna make muy mucho moolah when Manuel comes mañana.
 * Max: You're the only person I know who seems whiter speaking Spanish. [showing the cupcakes she made] Feliz Navidad for our Spanish-speaking friends. And for kids raised like me, "Feliz He's Not Your Dad." And then, "Joy to the World" for the normals, and for the hipsters, "Joint to the World." For the kids, "Frosty the Snowman." And for you, "Frosty with No Man."
 * Caroline: Well, I didn't see Jack Frost nipping at your nips either.
 * Max: Oh, here, this one's my favorite: "Santa Claus Is Coming"—
 * Caroline: Max, stop right there.
 * Max: No, that was it. He's coming.

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 * Caroline: Oh, my God, Max. My childhood bank!
 * Max: You had a childhood bank? I didn't even have a childhood.
 * Caroline: Come on, let's go. I stop in every few months to get caught on the security cameras, so people will think I'm still in the mix.
 * Max: Trying to get caught on security cameras? Whoa, we are different.
 * Caroline: Yeah, we'll just go in and while we're in here, well, I don't know, ask for a business loan.
 * Max: We are not getting a business loan! You tricked me into coming to the city. At least knock me out and put me in the trunk like a person.
 * Caroline: Okay, I hear you. No loan. But can we at least go in there so I can get a hit off some vault fumes and a complimentary Christmas cocoa?
 * Max: Yeah, I want one too. It's so cold out here my bra is suing my nipples for assault.

And the Fun Factory [4.08]

 * Sophie: I'm starting my own new business. So girls, you know how you have that $10,000? Well, I don't wanna clean you out, but how do you feel about tossing me $9,500?
 * Oleg: You two should invest. Sophie's business is genius. You know how a bunch of ladies got their down-there hair permanently lasered off?
 * Sophie: Yeah, that's when your waxer gives you a Michael Chiklis.
 * Oleg: Well, Sophie's offering a product that puts grass back on your field.
 * Caroline: That's not a business. That's nobody's business.
 * Max: Yeah, I don't do any of that stuff. I just throw a scrunchie on mine and go.
 * Oleg: Hey, there's a need for this. Sometimes, in the fog, my plane gets lost without a landing strip.
 * Caroline: We're out.
 * Sophie: Oh, don't decide yet, girls. You haven't even heard the cute little name—Sophie Kachinsky's Vagina Wigs!
 * Caroline: Yeah, we're really out.
 * Sophie: But it's a quality product, and it's real hair imported from va-China.
 * Caroline: Yeah, never been further out.

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 * Ace: Doors create boundaries. Boundaries are a bummer. You know what else is a bummer?
 * Max: Tall guys with small penises?

And the Past and the Furious [4.09]

 * [Max drives a roofied Caroline to the Hamptons in Caroline's new Lamborghini]
 * Caroline: Max, you did it again. You roofied me, didn't you?
 * Max: Of course I did! You were crying and babbling about the Hamptons, so I had to put you down.
 * Caroline: You promised you wouldn't again. The last time, I was out for two days!
 * Max: Yeah, I really just needed to get through Game of Thrones without someone talking during the incest.

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 * Max: All this time, I thought you were a ride-or-die kind of bitch.
 * Caroline: I am a ride-or-die kind of bitch! What's a ride-or-die kind of bitch? [pulls out her phone from her jacket pocket]
 * Max: Are you Googling "ride-or-die kind of bitch"?
 * Caroline: I would be, but I only have two bars.

And the Move-In Meltdown [4.10]

 * [Max and Caroline learn that Oleg is moving in with Sophie]
 * Han: What is the problem? This is all good news. Sophie and Oleg are in love.
 * Max: Yeah! And they'll be in love on our stairs, in our hallway, and on every surface of the laundry room. What do you know about love anyway, Christian Single?
 * Han: I know Jesus has a girl for me. He has to. I'm $400 deep into that damn website.

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 * [Caroline looks through the peephole and sees Oleg and Han in the hallway]
 * Max: Get away from the door! Han will see your feet under the door, they're right at his eye level.
 * Caroline: This is like a horror movie—Saw III. Because when Han bent over, I saw 3 inches of his crack.
 * Max: So you saw his whole crack?

And the Crime Ring [4.11]

 * [Sophie asks Max to be her maid of honor]
 * Max: Sophie, as honored as I am that you asked, it's just not really my thing, you know, man?
 * Sophie: Is this really not your thing? It's nobody's thing. You just do it 'cause you're supposed to, like bleaching your teeth or your anus.
 * Caroline: Thank God I'm off the list, 'cause that bridesmaid spa day is gonna be rough.
 * Max: Look, I'm sorry, it's just, I was a maid of honor in fifth grade when my mom married her cult leader. And then she was my maid of honor when I married him a week later, so... I'm kind of maid-of-honored out.

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 * [Max and Caroline go to a bar, where Caroline meets a man who resembles Jesus]
 * Max: I'll leave. You stay and do your thing.
 * Caroline: But we came together.
 * Max: Yeah, I know you guys did. It happened, like, the second he kissed you.
 * Caroline: I don't do this. I just met him.
 * Max: Look, Caroline, I haven't read the Bible, but I know that when Jesus returns, you must follow him... back to his apartment. Let go... Let God... get to third base.

And the Knock Off Knockout [4.12]

 * Caroline: [to Oleg, who is carrying Sophie's stack of bridal magazines] Wow, you're carrying more heavy issues than Amanda Bynes.
 * Oleg: Look at all these—Beautiful Bride, Modern Bride, City Bride. And you really need African-American Bride?
 * Sophie: Well, I haven't ruled out cornrows.
 * Max: Cornrows and a donkey? RSVP yes.
 * Oleg: Oh, yeah. This one's hot. [takes a page out of one of the magazines] Save that one for later. Oh, I forgot I'm getting married.
 * Sophie: Oh, keep her. I might need a Tuesday off.

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 * [Max and Caroline accuse two rich high school girls of selling knock-offs of their cupcake T-shirts]
 * Kemberly: We did not steal your idea.
 * Ashlin: Yeah, we did not steal your idea. We copied it from this lame cupcake shop in Brooklyn.
 * Max: Wait a minute... We have a lame cupcake shop in Brooklyn!
 * Kemberly: Ashlin, you talk too much. This is why everyone knows about my lap-band.
 * Ashlin: I think they know about it because you lost 200 pounds over spring break.
 * Caroline: [to Max] It's hard to believe she was once twice this obnoxious.

And the Great Unwashed [4.13]

 * Oleg: Pick up. Tomato soup, house salad. And I'm also running a special on D batteries. Buy both, and I'll thrown in this bootleg copy of Horrible Bosses 2.
 * Max: [as Han comes in] Here comes Horrible Bosses Too Small. Need some new batteries to keep walking and talking?
 * Han: No, Max, I'm not powered by double Ds like you.
 * Max: [pause] Preach.

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 * Max: [at Nola's photography exhibit] Look that title! "The Great Unwashed." Are Oleg's balls here?
 * Caroline: Max, it's the art scene. Class it up. At least say "testicles."

And the High Hook-Up [4.17]

 * Caroline: Okay, Nashit, pay attention. These are the tables. This is the dessert bar.
 * Max: And these are my boobs.
 * Caroline: Max, be professional.
 * Max: These are my boobs, sir.
 * Caroline: Please, I have to make him a waiter.
 * Max: Fine, you make him a waiter, and I'll just make him later.

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 * Caroline: [about Nashit] You can't seriously be into him. He looks like someone in a boy band.
 * Max: Yeah, and he's going one direction... Down there!
 * Caroline: But if you sleep with him, then Nashit is gonna hit the fan. How do you know you even like him?
 * Max: You know what I like? That we're doing it.

And the Taste Test [4.18]

 * Caroline: Oh, my God. This the worst thing I've ever seen. And I've seen a prostitute change her tampon on the sidewalk.
 * Max: Who are you calling a prostitute?

And the Look of the Irish [4.19]

 * Han: Here ye! Here ye! I'm unveiling a major improvement to the diner.
 * Max: Well, we'll miss you, Han.
 * Han: Nice try, Max, but like Ryan Seacrest, I'll be here forever.

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 * Caroline: You two are so adorable, like Romeo and Juliet... except without the bright future.

And the Wrecking Ball [5.01]

 * Sophie: Well, it happened.
 * Max: Ryan Seacrest came out?
 * Sophie: Oh, Max, don't be silly. No, I'm pretty sure that happened a couple of years ago. My biggest dream has come true!
 * Caroline: Kentucky Fried Chicken now comes with free hair extensions?
 * Sophie: Okay, my second biggest dream. I'm pregnant.
 * Max: Oh, no, everyone just thinks that after they'd had the chicken parmesan here.

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 * Dannon: All the businesses on that block are gonna close. It's getting plowed for an IMAX theatre.
 * Caroline: Oh, my God!
 * Max: I know! Another Max is getting plowed on our block?

And the Escape Room [5.05]

 * Max: Caroline reads everything. She read the entire iTunes user agreement before she bought Rihanna's "Bitch Better Have My Money."
 * Caroline: Wish I'd read the fine print when I agreed to be your roommate. Turns out, bitch do have my money.

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 * Randy: Arnold Schwarzenegger's is big; Michael J. Fox's is small; the Pope has one but doesn't use it; Madonna doesn't have one at all.
 * Oleg: Dongs. The answer is dongs.
 * Sophie: C'mon, Oleg, I mean, nobody can say for sure that Madonna doesn't have one.
 * Max: Dongs aren't the answer to everything. I used to think that. You know where that got me? Pennsylvania, with no car.

And Not the Regular Down There [5.06]

 * Max: Oh... my... God. It finally happened. Someone doesn't wanna have sex with me! He said he gotta be at work early. Isn't that weird?
 * Caroline: That you're dating a guy with a job? Yeah, that is weird.

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 * Max: Remember on Full House, when you thought there was one Michelle, but there were actually two Michelles...
 * Caroline: Why are you bringing up one of the craziest days of my life?
 * Max: He has two.
 * Caroline: Two what?
 * Max: Owen has two penises! Why is it so hard to understand?
 * Caroline: Is that a thing that can happen?
 * Oleg: Yes, it's called diphallia. I just Googled it. It's a medical condition in which a male is born with two penises. The only case in which two dongs make a right.

And the Coming Out Party [5.07]

 * Han: According to Netflix, last night I watched half the Takens and all the Insidiouses-es. All of them!
 * Max: Relax. You probably just sleep-watched them. And you probably also sleep-ordered 28 boxes of tampons on Amazon.
 * Han: Max, you hacked into my accounts? That's illegal! And beyond what I thought you were intellectually capable of!
 * Caroline: Not much of a hack when the password is "Hanstoppable."
 * Earl: That's a breach of trust, girls. Did you order me those shoes?
 * Han: Dammit! I should have gone with "Han Golden Pond."

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 * Bernard: And is this your same-sex partner?
 * Max: I will be if that gets me in the will.
 * Caroline: Bernard, this is Max. She's my roommate.
 * Bernard: Yes, that's what we called them back in the day.

And the Basketball Jones [5.08]

 * Caroline: I'm Periscoping.
 * Max: Isn't periscoping when you do mouth stuff on a guy while he keeps a lookout for the cops?
 * Caroline: Not all sex has to involve the threat of an arrest, Max. Periscope is a social media app that streams live videos to your followers. Tell everyone in Brooklyn who loves food festivals that we'll be at the Taste of Bushwick tomorrow.
 * Max: Or you can follow me into the bathroom while I change, and they can see some bushwick right now.

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 * [Max and Caroline have VIP tickets for Oleg's cousin's basketball game]
 * Caroline: Where are the fliers? I bet we could get a lot of business there.
 * Max: No! We are not doing business! Tonight is supposed to be fun.
 * Caroline: Well, I find business fun, but okay. One day, you will appreciate my ambition.
 * Max: And one day, I will try lettuce, but not tonight. No fliers.
 * Caroline: No fliers.
 * Max: No fliers.
 * Caroline: I just think this is a missed opportunity.
 * Max: "Missed Opportunity" was my stripper name at the Salty Dog. Look, I don't wanna work tonight. Which also happened to be my catchphrase.

And 2 Broke Girls: The Movie [6.22]

 * Max: I'd love to stay and talk, but I just remembered I have to run away.

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 * [Last lines in the series]

Cast

 * Kat Dennings – Max Black
 * Beth Behrs – Caroline Channing
 * Garrett Morris – Earl Washington
 * Jonathan Kite – Oleg Golishevsky
 * Matthew Moy – Han "Bryce" Lee
 * Jennifer Coolidge – Sophie Kachinsky