Sassy, streetwise Max (Kat Dennings) works two jobs just to get by, one of which is waiting tables during the night shift at the retro-hip Williamsburg Diner. Sophisticated Caroline (Beth Behrs) is an uptown trust fund princess who's having a run of bad luck that forces her to reluctantly give waitressing a shot. At first, Max sees Caroline as yet another in a long line of inept servers she must cover for, but she's surprised to find that Caroline has as much substance as she does style. When Caroline discovers Max's knack for baking amazing cupcakes, she sees a lucrative future for them, but they first need to raise the start-up money.