1x01 - Pilot
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."
1x02 - And the Break-Up Scene
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."
1x03 - And the Strokes of Goodwill
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?"
1x04 And the Rich People Problems
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."
1x06 - And the Disappearing Bed
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. [to Max] 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."
1x08 - And Hoarder Culture
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."
1x10 - And the Very Christmas Thanksgiving
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."
1x12 - And the Pop-Up Sale
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."
1x13 - And the Secret Ingredient
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.""
1x15 - And the Blind Spot
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."
1x18 - And the One-Night Stands
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.""
1x19 - And the Spring Break
Max: [to Steve and Michael, a gay couple] "I'll go grab some menus for you girls."
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."
1x21 - And the Messy Purse Smackdown
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."
1x23 & 1x24 - And Martha Stewart Have a Ball
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: T"hen 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/you spit in your/my drink."
2x01 - And the Hidden Stash
Caroline: [while on the phone] "My father wants to know if you'll come out to the prison and finally meet him."
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."
2x02 - And the Pearl Necklace
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."
2x04 - And the Cupcake War
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?"
2x05 - And the Pre-Approved Credit Card
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."
2x06 - And the Candy Manwich
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."
2x08 - And the Egg Special
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?!"
2x09 - And the New Boss
[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] Well, it looks like we're about to be a full-blown orgy."
2x10 - And the Big Opening
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.""
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 and Max inhales sharply] Money well spent. [walks outside to talk to Caroline] Just found out I paid for more sex than an Arab businessman."
2x11 - And the Silent Partner
Max: [about Andy] "He was about to tell you he loves you."
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."
2x12 - And the High Holidays
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?"
2x13 - And the Bear Truth
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."
2x14 - And Too Little Sleep
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."
2x17 - And the Broken Hip
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."
2x18 - And Not-So-Sweet Charity
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!"
2x19 - And the Temporary Distraction
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."
2x21 - And the Worst Selfie Ever
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."
2x24 - And the Window of Opportunity
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."
That's it for now ;-)