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One of the waitresses at the Williamsburg Diner. 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. The brunette Max is street-smart, tends to deliver insults with a smile, and often pokes fun at her own promiscuity, her large breasts, and indulgence in marijuana. She always wears knee-high brown leather boots while waitressing.
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* DarkAndTroubledPast: 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.



A new waitress at the Williamsburg Diner. She is a formerly rich high society girl (in the style of Paris Hilton) and University of Pennsylvania 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. Despite being spoiled since birth and then losing her money, Caroline is kind and optimistic, though high-maintenance at times. The blonde Caroline always wears large pearl necklaces with her waitress uniform as well as high-heeled shoes.
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The owner of the Williamsburg Diner. He is constantly a target for jokes (mainly from Max) involving his height, his effeminate mannerisms in spite of his claims of being heterosexual, and his lack of knowledge of American culture. He is originally from South Korea and he references his parents and his home country often.
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* CoolOldGuy

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The cashier who has worked at the Williamsburg Diner since 1962, or 1989. Max is very close to him.
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* CoolOldGuyCoolOldGuy: An elderly former jazz musician with a love of marijuana and gambling.



* ParentalSubstitute: Max frequently says that she wishes he was her father.



A Ukrainian cook at the Williamsburg Diner. He sexually harasses Max and Caroline constantly with inappropriate jokes, innuendo and propositions for sex, but his behavior is benign and easily ignored (or mocked, by Max).
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** TheyDo: As of Season 4, they're currently a HappilyMarried OfficialCouple and expecting their first child.



* TheyDo: As of Season 4, he and Sophie are currently a HappilyMarried OfficialCouple and expecting their first child.



* AbhorrentAdmirer: Oleg was this to her for the first season and about half of season 2. Given her NoIndoorVoice and [[LArgeHam inflated view of herself]], some might consider her this to ''him''.

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* AbhorrentAdmirer: Oleg was this to her for A Polish woman who owns a cleaning company, lives in the first season apartment above the girls, and often bugs them with stories about half of season 2. Given her NoIndoorVoice sex life and [[LArgeHam inflated view of herself]], some might consider her this to ''him''.growing up in Communist Poland.
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Max's on-again-off-again love interest.
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Caroline's father, who is currently in prison for a ponzi scheme he masterminded.
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A candy store owner whose business was across from the cupcake store, and Caroline's love interest in season 2
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A French "master baker" who owns and teaches at the Manhattan School of Pastry and Caroline's former love interest.
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A sarcastic half-black/half-Jewish student at the Pastry School who quickly becomes Max's friend, lover and later ex-boyfriend.
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[[foldercontrol]]

[[folder:Max Black]]



!!Max Black



[[folder:Caroline Channing]]



!!Caroline Channing



!!Han Lee

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!!Han Lee
[[folder:Han Lee]]



* ButtMonkey [=/=]ChewToy: He is usually the butt of many jokes. Usually involving his height or the fact he could be mistaken for a woman or a young boy. Taken UpToEleven by Sophie in "And The Pearl Necklace"

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* ButtMonkey [=/=]ChewToy: ButtMonkey: He is usually the butt of many jokes. Usually involving his height or the fact he could be mistaken for a woman or a young boy. Taken UpToEleven by Sophie in "And The Pearl Necklace"



* OlderThanTheyLook[=/=]YoungerThanTheyLook: Sounds weird, doesn't it? Due to his shortness and finical behaviour, the diner employees alternate between calling him an old man and a freaky child. He's 29, actually.
** [[BigWhat WHAT!]]


!!Earl

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* OlderThanTheyLook[=/=]YoungerThanTheyLook: Sounds weird, doesn't it? OlderThanTheyLook: Due to his shortness and finical behaviour, the diner employees alternate between calling him an old man and a freaky child. He's 29, actually.
** [[BigWhat WHAT!]]


!!Earl
actually.

[[folder:Earl]]





!!Oleg

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\n\n!!Oleg\n[[/folder]]

[[folder:Oleg]]





!!Sophie Kuczynski

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\n\n!!Sophie Kuczynski\n[[/folder]]

[[folder:Sophie Kuczynski]]








!!Johnny

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\n\n!!Johnny\n[[/folder]]

[[folder:Johnny]]





!!Martin Channing

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\n\n!!Martin Channing\n[[/folder]]

[[folder:Martin Channing]]





!!Andy

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\n\n!!Andy\n[[/folder]]

[[folder:Andy]]



* TheBusCameBack: He comes back briefly to have casual ex-sex with Caroline only to disappear again. He returns in season 5, only [[spoiler:to announce he's getting married]]



** TheBusCameBack: He comes back briefly to have casual ex-sex with Caroline only to disappear again.
He returns in season 5, only [[spoiler:to announce he's getting married]]


!!Nicolas Saintcroix

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** TheBusCameBack: He comes back briefly to have casual ex-sex with Caroline only to disappear again.
He returns in season 5, only [[spoiler:to announce he's getting married]]


!!Nicolas Saintcroix
[[/folder]]

[[folder:Nicolas Saintcroix]]




!!Deke Berg [[spoiler: aka Deacon Bromberg]]

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\n!!Deke Berg [[spoiler: aka Deacon Bromberg]]\n[[/folder]]

[[folder:Deke Berg]]



* PutOnABus: After his parents threathen to cut him off if he doesn't end it with Max, Max breaks up with him instead, thinking he couldn't live without the money.

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* PutOnABus: After his parents threathen to cut him off if he doesn't end it with Max, Max breaks up with him instead, thinking he couldn't live without the money.money.
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--> Played by: Jennifer Coolidge

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--> Played by: Jennifer CoolidgeCreator/JenniferCoolidge
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** TheBusCameBack: He returns in season 5, only [[spoiler:to announce he's getting married]]


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** TheBusCameBack: He comes back briefly to have casual ex-sex with Caroline only to disappear again.
He returns in season 5, only [[spoiler:to announce he's getting married]]




* ChuckCunninghamSyndrome : At the end of Season 3, he and Max appear to be getting serious. By the beginning of Season 4, he's gone without explanation.

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* ChuckCunninghamSyndrome : At the PutOnABus: After his parents threathen to cut him off if he doesn't end of Season 3, he and it with Max, Max appear to be getting serious. By the beginning of Season 4, he's gone breaks up with him instead, thinking he couldn't live without explanation. the money.

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-->'''Teacher:''' You look just like the girls Maxine used to give wedgies to.

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-->'''Teacher:''' You look just like the girls grls Maxine used to give wedgies to.



** In season 3, the diner crew gives her a case filled with joints instead of pens.





!!Nicolas

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\n\n!!Nicolas\n* PutOnTheBus: After his and Caroline's relationship ends, he closes his store and disappears from the show.
**TheBusCameBack: He returns in season 5, only [[spoiler:to announce he's getting married]]


!!Nicolas Saintcroix
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* CatchPhrase: '''Oh HELL no!'''
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* SinsOfOurFathers: Season 1 makes a point of showing that she catches a lot of flack for her father's crimes.

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* BiTheWay: Mentions attractions to Max and has dated women before as well.

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\n* AbhorrentAdmirer: Oleg was this to her for the first season and about half of season 2. Given her NoIndoorVoice and [[LArgeHam inflated view of herself]], some might consider her this to ''him''.
* BiTheWay: Mentions attractions to Max and has dated women before as well. '


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* HappilyMarried: To Oleg as of Season 4, and currently expecting their first child to boot.
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** TheyDo: They're currently an OfficialCouple and expecting their first child.

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** TheyDo: They're As of Season 4, they're currently an a HappilyMarried OfficialCouple and expecting their first child.
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** TheyDo: They're currently an OfficialCouple and expecting their first child.

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* ItsAllAboutMe

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* ItsAllAboutMeItsAllAboutMe: Sophie is very self-centered and whenever she arrives at the diner or at the girls’ cupcake window, it’s usually just to talk about herself, and often gets upset whenever anyone even slightly drifts the subject from hers.
-->'''Sophie:''' Here we go: Grandma Chinkski's pot roast.
-->'''Caroline:''' This looks amazing. I love a root vegetable in the winter.
-->'''Sophie:''' CAN IT ''EVER'' JUST BE ABOUT '''ME?!!'''
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* ItsAllAboutMe
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* {{Jerkass}}: Tends to be demeaning towards people and is unapologetic when corrected by Caroline after calling Han a woman. She occasionally dips into JerkWithAHeartOfGold territory.

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* {{Jerkass}}: Tends to be demeaning towards people people, especially Caroline, and is unapologetic when corrected by Caroline after calling Han a woman. She occasionally dips into JerkWithAHeartOfGold territory.
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%% * FunnyForeigner


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%% * FunnyForeigner

FunnyForeigner: From Eastern Europe.




* DumbBlonde: she can come across this way when she is rather dismissive of everything that doesn't interest her.

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* DumbBlonde: she She can come across this way when she is rather dismissive of everything that doesn't interest her.



%% * FunnyForeigner

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%% * FunnyForeignerFunnyForeigner: From Eastern Europe too.



* SensualSlavs: Her outfits are always extremely flamboyant and show off lots of cleveage. Also, she's rather promiscuous, much to her downstairs neighbours' chagrin.


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* SensualSlavs: Her outfits are always extremely flamboyant and show off lots of cleveage.cleavage. Also, she's rather promiscuous, much to her downstairs neighbours' chagrin.

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* ACupAngst : Not so much on Caroline's part, but Max frequently teases her about her chest.

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* ACupAngst : ACupAngst: Not so much on Caroline's part, but Max frequently teases her about her chest.
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* BewareTheNiceOnes: He's a nice, polite guy, but he also keeps a loaded gun in that bag he carries around and, as demonstrated when the diner got held up, he has no issue with using it.

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* TheLadette: Especially in contrast to Caroline she often displays a rather macho behavior.
** It's revealed she pees standing up and seems confused at the fact that other woman pee sitting.

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* TheLadette: Especially in contrast to Caroline she often displays a rather macho behavior.
**
behavior. It's revealed she pees standing up and seems confused at the fact that other woman pee sitting.



%% * StepfordSnarker: Has hints of this.



* TomboyAndGirlyGirl: The tough, snarky, streetwise Tomboy to Caroline's wealthy, high society Girly Girl who likes riding horses.





%% * StepfordSnarker: Has hints of this.

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\n\n%% * StepfordSnarker: Has hints of this.TomboyWithAGirlyStreak: She's TheLadette, but also enjoys baking and sells homemade cupcakes from the diner where she works.




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* WomanChild: Max tends to have a childlike enthusiasm for things especially candy as well as drugs among other things and probably embodies how a severely hyperactive 10 year old girl would act like 15 years later. She tends to whine like a child too.



* FallenPrincess: In many ways, she's just as much of a victim of her father's Ponzi scheme as the people he ripped off. He told her that they were making legitimate money and, being his daughter, she believed him.



* SmarterThanYouLook: Caroline is a business school graduate who obviously couldn't have gotten through it without some semblance of intelligence, she's just not as skilled in the middle class world. She's even great with taxes, as shown in "And the Messy Purse Smackdown".





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\n* TomboyAndGirlyGirl: The wealthy, high society Girly Girl who likes riding horses to Max's tough, snarky, streetwise Tomboy.
* UpperClassTwit: Averted. While we might expect her to be an Airhead Heiress she seems to have a fair bit of common sense and adjusts to her new situation quickly. She is not a bad waitress, considering her lack of experience, and has no problems washing her uniform in a sink. Also, she is an excellent saleswoman. She does display some elements of this though, like being unfamiliar with how a grocery store works or the finer points of using coupons.


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* PromotionToOpeningTitles: Jennifer Coolidge gets one at the beginning of Season 2.


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* {{Adorkable}}: A former Wall Street exec who fulfilled his dream of opening his own candy store when his firm folded and rang a bell every time he said something funny/cute.
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* ChuckCunninghamSyndrome : At the end of Season 3, he and Max appear to be getting serious. By the beginning of Season 4, he's gone without explanation.

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* ArousedByTheirVoice: In one episode, Max and Caroline overhear him speaking on his cell phone in Korean. They both state that he sounds very attractive. And they weren't even being sarcastic!



* AudioErotica: In one episode, Max and Caroline overhear him speaking on his cell phone in Korean. They both state that he sounds very attractive. And they weren't even being sarcastic!

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* BiTheWay: She mentions kissing girls often.



* BiTheWay: She mentions kissing girls often.



* DisappearedDad: Disappeared so early in her life she doesn't know who he is.



* KindheartedCatLover: As revealed in "And the Kitty Kitty Spank Spank", she likes cats.
* TheLadette: Especially in contrast to Caroline she often displays a rather macho behavior.
** It's revealed she pees standing up and seems confused at the fact that other woman pee sitting.
* NoodleIncident: A walking example. She spits out at least one of these an episode. Apparently she's been shot before and claims to have killed a French man ,among many other things
* PungeonMaster: Puns are a common ingredient of her one-liners.
* RavenHairIvorySkin: A picture's worth 1000 words nothing really more to say.



* SupremeChef: Max is this when it comes to cupcakes, although she may also be a OneNoteCook. Ultimately subverted in "And The Secret Ingredient": [[spoiler: She uses store-bought cake mix because she never learned how to make cupcakes from scratch]].

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* SugarAndIcePersonality: Tends to be snarky regularly insults just about everyone, but tends to be somewhat compassionate at times.
* SupremeChef: Max is this when it comes to cupcakes, although she may also be a OneNoteCook. Ultimately subverted in "And The Secret Ingredient": [[spoiler: She uses store-bought cake mix because she never learned how to make cupcakes from scratch]].scratch]], although TheReveal seems to have fallen into CanonDiscontinuity.



* KindheartedCatLover: As revealed in "And the Kitty Kitty Spank Spank", she likes cats.
* TheLadette: Especially in contrast to Caroline she often displays a rather macho behavior.
** It's revealed she pees standing up and seems confused at the fact that other woman pee sitting.
* NoodleIncident: A walking example. She spits out at least one of these an episode. Apparently she's been shot before and claims to have killed a French man ,among many other things
* PungeonMaster: Puns are a common ingredient of her one-liners.
* RavenHairIvorySkin: A picture's worth 1000 words nothing really more to say.
* SugarAndIcePersonality: Tends to be snarky regularly insults just about everyone, but tends to be somewhat compassionate at times.

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* KindheartedCatLover: As revealed in "And the Kitty Kitty Spank Spank", she likes cats.
* TheLadette: Especially in contrast to Caroline she often displays a rather macho behavior.
** It's revealed she pees standing up and seems confused at the fact that other woman pee sitting.
* NoodleIncident: A walking example. She spits out at least one of these an episode. Apparently she's been shot before and claims to have killed a French man ,among many other things
* PungeonMaster: Puns are a common ingredient of her one-liners.
* RavenHairIvorySkin: A picture's worth 1000 words nothing really more to say.
* SugarAndIcePersonality: Tends to be snarky regularly insults just about everyone, but tends to be somewhat compassionate at times.

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--> Played by: KatDennings

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--> Played by: KatDennings
Creator/KatDennings

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* HighSchoolBullyAllGrownUp: Mentioned once she was something of a bully in school, when Caroline met one of Max's old teachers, with Caroline acknowledging that she's not ''quite'' grown out of it.
-->'''Teacher:''' You look just like the girls Maxine used to give wedgies to.
-->'''Caroline:''' Still does.


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* SchoolyardBullyAllGrownUp: Mentioned once she was something of a bully in school, when Caroline met one of Max's old teachers, with Caroline acknowledging that she's not ''quite'' grown out of it.
-->'''Teacher:''' You look just like the girls Maxine used to give wedgies to.
-->'''Caroline:''' Still does.
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* StrawNihilist: Oddly, when she's stoned.
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* AudioErotica: In one episode, Max and Caroline overhear him speaking on his cell phone in Korean. They both state that he sounds very attractive. And they weren't even being sarcastic!
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* HighSchoolBullyAllGrownUp: Mentioned once she was something of a bully in school, when Caroline met one of Max's old teachers, with Caroline acknowledging that she's not ''quite'' grown out of it.
-->'''Teacher:''' You look just like the girls Maxine used to give wedgies to.
-->'''Caroline:''' Still does.

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