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Max & Caroline

Max Black (Kat Dennings), is one of the waitresses at the Williamsburg Diner. She is a poor working class girl who had a rough childhood in Hope, Rhode Island and an equally rough adult life, driven by both genuine poverty and being raised by a mother who was usually absent and dangerously incompetent when she was around. (It is implied that her mother was a drug addict.) Han initially allowed her to sell homemade cupcakes in the diner, which led to her going forward with Caroline's idea to go into the cupcake business. Max tends to deliver insults with a smile and often refers to herself as promiscuous.

Caroline Wesbox Channing (Beth Behrs), is a new waitress at the Diner. She is a formerly rich high society girl (in the style of Paris Hilton) and Wharton graduate who lost all of her money when her father was arrested and thrown in jail for a Ponzi scheme. She is forced to start over and becomes Max's co-worker, roommate and eventual best friend. She comes up with the idea of starting a cupcake business with Max.