Encouraged by the comments of some upscale patrons at the diner, Max and Caroline attempt to sell their cupcakes to a trendy Brooklyn coffee shop. They are summarily rejected because the cupcakes aren't pretty enough. Undeterred, Caroline signs them up for a cake decorating class at an Italian bakery. Max masters the skills it would take to make her cupcakes more beautiful, but the girls discover that another approach - cupcakes with insulting phrases on them - might be even more lucrative.