Max (Kat Dennings) is a witty mid-twenties waitress who has had to work hard her entire life. Caroline (Beth Behrs) is the high society daughter of a Bernie Madoff-esque investment advisor who is now facing justice. With nowhere else to go, the formerly wealthy Caroline gets a job at Max's Brooklyn restaurant and the two girls become friends. Although they can barely afford the rent, they dream of raising enough money to open a cupcake business together.