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Series: 2 Broke Girls
Max and Caroline are about to serve you lunch, and snarky comments.

2 Broke Girls is a Sitcom airing on CBS. The story is centered around Max Black (Kat Dennings), a waitress at a local diner, and her new co-worker Caroline Channing (Beth Behrs), the daughter of a wealthy man whose bank accounts were frozen after he was found guilty of enacting a Ponzi scheme. With no money to her name, Caroline has left her usual neighborhood in search of work, which is how she ended up working at the diner with Max.

The show premiered on CBS on September 19, 2011, and since then has been picked up for another season for the 2012/2013 lineup. The third season started September 23, 2013.

Created by Michael Patrick King and Whitney Cummings (one of two series she launched in 2011).


Tropes used in this series include:

  • Abhorrent Admirer: Oleg the fry cook to Sophie. Until she actually starts dating him, that is.
    • Luis to Oleg (although it's merely suggested that Oleg would abhor it; we've never actually seen him suggest as much).
  • Aborted Arc: Max doesn't know how to bake cupcakes from scratch, and she and Caroline move on with the cupcake business without ever addressing whether she's actually learned.
    • Max's romance with Johnny is pretty much forgotten after a while, although they do bring him back for a resolution in the Season 1 finale.
    • In "And The Hold Up" it's never made clear what Han was doing with that other man in the bathroom of the theater, though they both wonder if Han may be hooking up with another man.
      • In "And the Psychic Shakedown" Han points out that he occasionally pays for sex. Some Fridge Logic might suggest the girls may have been right about him in the movie theater.
    • Max's babysitting job appears to have been forgotten as of Season 2.
  • Accidental Misnaming: Subverted in "And Not-So-Sweet Charity", by Charity's assistant, who immediately after complaining about being called the wrong name repeatedly adds that she hopes Charity doesn't find out her real name.
  • Adorkable: Andy: 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.
    • Invoked by Caroline in "And the Kitty Kitty Spank Spank", when she uses this very word to describe the cat.
  • The Alleged Boss: Han, who gets no respect from any of his employees. They also get away with a lot, including being rude to nasty customers—which is entertaining and funny, but likely to get you fired under a good boss.
  • Alliterative Name: Caroline's aunt, Charity Channing, as well as Caroline herself.
  • All Women Love Shoes: At Caroline's old penthouse, she has quite an impressive collection, which she keeps on a rotating vertical carousel thing in her closet that she calls her "Ferris heels."
    • Both of the titular girls, despite being in a job that requires them to be on their feet for long periods, usually wear heels, which is really bad for one's feet.
  • Artistic License - Geography: At the end of "And the Extra Work", the production assistant says "I knew we should have shot at a Denny's." There are no Denny's in New York City.
  • Artistic License - Law: In "And The High Holiday" Max mentions a bunch of states that have legalized marijuana with only Colorado and Washington recently allowing recreational pot use. The rest are either decriminalized or allow medical marijuana or both or neither. The big baggie of pot that Max has is more than enough to get arrested, even in states where it's decriminalized. They only allow possession under a certain amount to not be criminalized and instead subject to fines.
  • Artistic License - Religion:
    • "And the Kosher Cupcakes" perpetuates the misconception that a Jewish boy "becomes a man" by having his bar mitzvah.
    • Also, there is little chance an Orthodox family would ever just take a caterer's word that their product is kosher. Kosher restaurants and caterers have to have a heksher, that is, be under the supervision of a rabbi who certifies the restaurant or caterer as kosher, and not every Jew accepts the reliability of every heksher.
  • As Himself: Rapper 2 Chainz, in "And Just Plane Magic".
    • Piers Morgan, in "And the Tip Slip".
  • Bad Ass: Max calls Caroline one in episode four for giving up her entire life and taking it in stride.
  • Bad Job, Worse Uniform: Max and Caroline's waitressing outfits
  • Bad Luck Charm: Deconstructed in "And the Pearl Necklace", where Caroline and Max's debate over whether her pearl necklace or the loss of it was the cause of her misfortunes becomes a general discussion of whether luck exists.
  • Batter Up: Earl's Weapon of Choice.
    • Oleg's, too, in "And the Hold-Up."
  • The Bears: The gay couple in the neighboring cabin in "And the Bear Problem."
  • Benevolent Boss: Deconstructed by Max in "And the New Boss." She's not comfortable hiring an intern to work for them for free, nor with firing said intern when she starts taking advantage of Max, despite Caroline's repeated entreaties to do so. Only when she finds that Ruth (the intern) referred to her as "the dumb one" in a text does she finally do it.
  • Bi the Way: Sophie but she still prefers men.
    Sophie: It's nice to eat something you don't have to compliment every five minutes.
  • Big Damn Kiss: Max lays one on Johnny. His girlfriend, standing next to them, doesn't appreciate it leading Max to kiss her too.
    • They actually filmed a scene with Max kissing Caroline too, but apparently wanted to 'save' that kiss for when it would have an effect.
    • Andy to Caroline at the end of "And The Three Boys With Wood."
  • Big "NO!": Oleg when Max jokingly suggests she might get a breast reduction, in "And the Married Man Sleepover"
  • Big "WHAT?!": Max, so many times upon seeing Caroline's closet in episode four.
    • Caroline (and Max), the usher at the movie theater and Sophie, each in a different act, on learning in "And the Hold-Up" that Han is only 29.
      • Not really that surprising as Matthew Moy is 28.
  • Bilingual Bonus: In Just Plane Wrong, in French. Also And The Girlfriend Experience in Korean.
    • And a couple of times over the course of Season 1 with Japanese.
  • Bloody Hilarious: After Caroline pulls out her IV at the egg-donation clinic in "And the Egg Special."
  • Brick Joke: At the end of "And the Worst Selfie Ever," Max sets Han up on a date with "Jen from New Rochelle", whose post on the Internet about her possible STD Caroline had read earlier in the episode.
    • At the end of "And the Girlfriend Experience" Han, his mother, Max and Caroline return to the restaurant to find that the hooker who Han, in trying to pass off as his girlfriend, had claimed is an accomplished pianist is actually playing the restaurant's piano rather competently.
  • Bring My Brown Pants: In "And the Hold-Up", said hold-up causes Caroline to pee herself. Han later does the same at the movies after running afoul of a movie usher.
  • Broke Episode: Pretty much every one, save for "And the Rich People Problems", which inverts the trope by having them enjoy Caroline's old good life for a while.
  • Brown Bag Mask: Caroline, when making her video pitch for money to get new pants in "And the Kickstarter".
  • The Bus Came Back:
    • Johnny returns in the first-season finale, "And Martha Stewart Have A Ball".
    • Johnny returns again in season two's "And the Big Opening", as does Robbie, Max's cheating boyfriend that hadn't been seen since the second episode, "And the Break-Up Scene".
  • Buxom Is Better: When the girls deliver cupcakes to a Jewish family in "And the Kosher Cupcakes", the mother greets Max with "Look at the breasts on this one!".
    • In "And the Egg Special" Caroline describes Max's bosom as "a rack so great it could breastfeed itself."
  • Call Back: In "And the Reality Check," Caroline says she got her Fendi leggings back when the two of them raided her old townhouse, back in "And the Rich People Problems."
    • She also says in "And Martha Stewart Have A Ball" that she got her small jeweled purse, the one they kept the cupcake in, during the same raid.
    • In "..And The Egg Special" Max takes a picture in front of the bloodied wall of the soup kitchen saying she finally has a reason to join Instagram. A few episodes prior Max said Instagram was Twitter for people who can't read.
    • In her speech to her aunt in "And Not-So-Sweet Charity", Caroline says that since losing her fortune she's cleaned toilets and killed rats, both of which she actually did in previous episodes.
  • Camp Gay: The couple whose apartment they dog-sit in "And the Spring Break". Deconstructed throughout the episode when Caroline repeatedly tells Max not to view them through a stereotype, only to find out something new and stereotypical about them.
    • Louis the new day waiter is very Latino and very very gay.
    • One of Max's classmates at pastry school.
  • Cannot Spit It Out: Andy comes dangerously close to accidentally torpedoing his relationship with Caroline because he has difficulty telling her how he feels due to being intimidated by her (former) status and fame.
    • Max when trying to ask Peach to try her cupcakes for the twins birthday.
  • Cassandra Truth: Caroline in the pilot, about Max's boyfriend cheating on Max.
  • Casting Couch: In "And the Extra Work", the director offers both Caroline and Max the part of the waitress who gets shot, on the assumption that they'll sleep with him. Both refuse.
  • Caught with Your Pants Down: In "And the Upstairs Neighbor," Max mentions that she has twice walked in on Caroline while she was pleasuring herself in the tub.
    • This actually happens in "And the Candy Manwich". Max and Sophie tease Caroline about it afterwards.
  • Celebrity Resemblance: In-universe in "And the Hidden Stash." Caroline attends the auction of her family property wearing a brunette wig, and Max variously introduces her to people as Zooey Deschanel (whom she actually does resemble in the wig), Jennifer Love Hewitt (which a security guard actually believes) and Katie Holmes.
  • Character Name and the Noun Phrase: The way the episode titles are supposed to read (i.e. 2 Broke Girls <<insert episode name here>>).
  • Chekhov's Skill: Han once trained to be a jockey. When Oleg's towncar breaks down, leaving the girls stranded without a ride to the museum gala, Han rides Chestnut to the diner to pick them up.
  • Christmas Episode: "And the High Holidays."
  • Cold Open: Often in the diner, with Caroline and Max serving customers. Usually leads to Max making a sarcastic comment to a customer. "And the Spring Break" was the first to break from this, starting in the girls' apartment instead.
  • Color-Coded for Your Convenience: Caroline tends to wear lighter, neutral colors, generally in browns and pinks, indicating her optimism. Max wears stronger, darker colors. often with black, for her more cynical outlook.
  • Coming-Out Story: Averted in "And the Three Boys With Wood", when Han says he had a homosexual experience in college, but upon beginning to retell it realizes it wasn't one.
  • Continuity Nod: In "And Martha Stewart Have A Ball", Max and Caroline tell Earl to slow down because of his heart. In an earlier episode Earl had a heart attack, he even mentioned that he had two before that.
  • Contrived Clumsiness: Caroline "accidentally" spills a bowl of borscht on a girl who took a shirt Max was interested in at Goodwill.
  • Cool Horse: Chestnut, Caroline's horse.
  • Cool Old Guy: Earl, the cashier.
  • Cordon Bleugh Chef: In "And the Cronuts", Caroline and Max stumble upon the idea of combining cupcakes and ... French fries.note 
  • Costume Test Montage: Sophie gets the girls ball gowns to Nicki Minaj's "Starships" in "And Martha Stewart Have a Ball", the first season's two-part finale.
  • Could Say It But: This line from "And the Pretty Problem":
    Caroline: I'm not saying mob money, but I think I would have a pretty nice shop if I had mob money.
  • CPR (Clean, Pretty, Reliable): Caroline to Max after Max gets shocked and falls unconscious in "And The Window of Opportunity."
  • Crappy Holidays:
    • Two for the price of one episode: "And the Very Christmas Thanksgiving"
    • "And the Messy Purse Smackdown", which aired on April 16, 2012, had all the characters filing their tax returns.
  • Crazy Cat Lady: Invoked and played straight in "And the Kitty Kitty Spank Spank". Caroline warns Max that they're headed down that road if they take in the cat meowing outside. Later the girls decide not to give the stray cat Max has taken in to a woman whose cat total goes from 27 to 31 during the episode.
  • Creator Cameo: Story editor Morgan Murphy plays one of the drug trial participants ("Sedate Girl") in "And The Drug Money."
  • Cunning Linguist: Caroline, who's been shown speaking very fluent French, fluent Japanese, passable Arabic and some Hebrew, perhaps justified by her wealthy upbringing and MBA.
    • "And Not-So-Sweet Charity" shows that she also knows ASL, although she gets confirmation that her tutor was screwing with her.
      • "And The Girlfriend Experience" shows she knows some conversational Korean.
      • Played with, however, on "The Near Death Experience." When Caroline and Max are eavesdropping on Nicholas' conversation with his wife, Caroline doesn't understand them. Max says she thought Caroline spoke French and Caroline says she speaks enough Gratuitous French to impress Americans.
  • Daddy's Girl:
    • Caroline.
    • Max, who doesn't know who her real father is, likewise dotes on Earl, as shown in "And the Broken Hearts."
    • While not her father, Caroline's aunt Charity seemed to be quite close to her much older brother which caused jealousy when Caroline was born.
  • A Date with Rosie Palms:
    • Max. (Or at least, this is what she said she was doing. Caroline remains firmly convinced that she was really crying over her break-up).
    • In "And the Upstairs Neighbor," we learn that Max has twice walked in on Caroline while she was pleasuring herself in the tub.
    • No one does Sophie better than Sophie.
  • Deadpan Snarker: Max. She even lampshades it in the second episode:
    Max: When in doubt, I'm always mocking you.
    • Earl, the cashier.
  • Decade-Themed Party: In an early episode, the girls are kicked out of a late night laundromat because the laundromat is the location for an '80s themed rave/party with special guest VIKI from Small Wonder. Max is unironically pissed at being too poor to attend. She loved Small Wonder.
  • Deus ex Machina: Played for laughs in "And Not-So-Sweet Charity" when after Max and Caroline sell the cupcake shop and wish there was some sort of sign to let them know that they made the right decision in selling the shop a car crashes through the window of the shop.
    • This is also arguably an inversion of the trope, since instead of saving the shop it guarantees they have to start all over again.
  • Disappeared Dad: Max, who doesn't even know his name.
  • Ditzy Genius: Caroline.
    • Although, they make her out to be The Ditz in 'And the Cupcake War'
  • Does This Remind You of Anything?: The whole And the Pop Up Sale episode.
  • Double Entendre: While "And the Pearl Necklace" revolves around an actual pearl necklace, when Caroline mentions it at the end Max assumes she's talking about fellatio.
    • "And the Three Boys With Wood"
    • Max has practically made a Running Gag out this with of the word come/coming/came.
    • The bit with Max trying to help Han squeeze icing onto a cupcake, until he squeezes too hard and too much comes out, in "And Too Little Sleep."
    • In fact a majority of the sex jokes are these.
  • Dude Looks Like a Lady: Han in "And the Pearl Necklace"
    Sophie: Where's that Asian lady who usually brings me my menu?
    Caroline: That's Han ... Han's a man.
    Sophie: If you say so ...
  • Eiffel Tower Effect: The opening credits are of the Brooklyn Bridge, despite Max and Caroline living in Williamsburg, which has its own bridge.
  • Erotic Eating: Causes awkwardness for Max in "And The Disappearing Bed."
  • Establishing Character Moment: The chewing-out Max gives to the two hipsters in the opening moments absolutely establishes her character as a snarker, cynical, jaded and not willing to take crap from anyone.
  • Exact Words: And The Petty Cash, they 'make the cupcakes go' to get out an awkward situation
  • Every Episode Ending: Each episode's end displays how much money the girls have earned (or depending on the episode, lost) towards their cupcake business.
  • Exactly What It Says on the Tin: Invoked in-universe in "And The Free Money." The girls play "That game where we take shots and pay our bills." The rules? They take shots and pay their bills.
  • Expository Hairstyle Change: In "And the Married Man Sleepover", Max has her hair redone in a bouffant style, coinciding with her decision to let her relationship with Deke get more serious.
  • Faking the Dead: "And the Big Opening" suggests Max tried to make her mother think she'd committed suicide two years earlier.
  • Fallen-on-Hard-Times Job: Caroline, a former heiress, becoming a waitress.
  • Fallen Princess: Caroline. 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.
  • Fan Dumb: In-Universe: Max loudly nitpicks the superhero movie she and Caroline sneak into in "And the Hold-Up."
  • Fanservice: Occasionally with Max, but especially her dress from the S1 finale.
    • Caroline in a bikini.
    • Jacob and Jebediah in "And the Three Boys With Wood."
    • Deke stripping down to his Underoos and doing a snow dive in "And the Big But".
  • Fan Disservice: Most things Oleg does, says or wears.
    • Despite the plethora of references and jokes to her buxom figure, Max actually tends to dress rather conservatively (even her waitress uniform isn't that revealing), which is why episodes like the Season 1 finale where the character actually does dress to accentuate her figure make such an impact. By comparison, Caroline has so far worn far more skimpy outfits (including a bikini) than Max has.
  • Fiction 500: Before being poor, Caroline was a billionaire and her family used to own Seattle.
    • Deke. His family is very wealthy due to manufacturing elevators.
  • Four-Temperament Ensemble: Max is melancholic, Caroline and Sophie are sanguine, Oleg is choleric, Han and Earl are phlegmatic.
  • Flashmob: Tried to be started in "And the '90s Horse Party" but luckily, Earl put a stop to that.
  • Food Fight: Max and Caroline throwing cupcakes at each other in "And Too Little Sleep."
  • Freudian Excuse: Caroline thinks that Max has one for her snarky attitude. Max responds to this by telling Caroline to mind her own business.
  • Funny Foreigner: Han, Oleg, and Sophie. The show has gotten some bad press for relying on this trope a lot.
    • Averted mostly with Nicholas who's French. He's still portrayed as a caricature, the romantic frenchman, but a more realistic and serious one who isn't played for laughs like the others.
  • Getting Crap Past the Radar: Even in a post-Two and a Half Men universe, the series sneaks in a remarkable amount of sexual references, from masturbation jokes to Max constantly making jokes using the word "come" in the context of referring to orgasm.
    • The third season episode title, "And the Piece of Sheet."
    • The name of Claire's former dress shop in "And the Wedding Cake Cake Cake": Get the Frock Out.
  • Ghetto Name: Cheandra, the phone-store saleswoman in "And the Kickstarter."
  • The Ghost:
    • Martin Channing, during the first season. In "And the One-Night Stands", Caroline goes to see him in prison. A riot breaks out right before he comes into the visiting room. In the first-season finale, "And Martha Stewart Have A Ball", we finally got a clear look at his face on a computer screen. Steven Weber was cast in the part for the second season's premiere episode, "And the Hidden Stash," when she and Max visited him in prison twice.
    • Max's neglectful, unfit mother, constantly referenced, apparently still alive and around somewhere.
  • Gilligan Cut: In "And the Silent Partner": seconds after they express doubt about Sophie's idea that they dress up as cupcakes to promote the store, they're shown emerging from dressing rooms in the outfits.
    • And then in "And the Married Man Sleepover", Max tells Caroline she and Deke are not spending the night at Nicholas's apartment ... followed by a shot of the two of them fluffing pillows up for sleeping.
  • Girl on Girl Is Hot: Playfully invoked in "And the Egg Special"
    Caroline: They do girl-on-girl finance
    Max: That's hot.
  • Grandma, What Massive Hotness You Have: Sophie. Caroline said it best when she and Max were apologizing for being horrible, horrible judges of character.
    Caroline: We thought you're still hot enough that men will still pay money to have sex with you.
  • Green-Eyed Epiphany: Subverted in "And the Pearl Necklace". At the end Sophie, who had early rejected Oleg's gift of a toothbrush for him, and denied to Caroline that she was "exclusive" with Oleg, suddenly excludes his date for the evening from going back to the kitchen to see him. When Caroline confronts her about it, she still denies she's "exclusive" with Oleg.
    Where I come from, you never throw anything away.
  • Groin Attack: Sophie delivers a shot to Oleg's nuts after one too many crude come-ons in "And the Blind Spot".
  • Hair Flip: An essential part of successfully sneaking into a movie, as Max teaches Caroline in "And the Hold-Up".
  • Hair of Gold, Heart of Gold: Caroline.
    • Lampshaded by Han in "And the Window of Opportunity." He wants her front and center when the restaurant inspector comes:
    Han: You're so blonde and clean ...
  • Heroic BSOD: Caroline has a bit of a breakdown during the Thanksgiving Episode when she's working as one of the Santa's elves.
  • Heterosexual Life-Partners: Max and Caroline have rapidly developed this vibe. The trope is played with a few times when Max makes teasing lesbian innuendo towards Caroline.
  • Hidden Depths: The end of "And the 90's Horse Party" reveals that Max went to college to study art in the hopes of illustrating children's books.
    • In "And The Hold Up" It's revealed Han carries a gun in his fanny pack.
    • Despite defrauding most of New York in a Ponzi scheme, it's revealed that Martin Channing rented the ballroom of the Waldorf Astoria every year on Thanksgiving to feed the homeless.
  • Hilariously Abusive Childhood: Max loves to bring up examples from her childhood out of the blue for no real reason.
    Caroline to Max: To hear you tell it, you were in some sort of baby Fight Club.
    • Brad and Angelina, due to Peach treating them as accessories rather than babies.
  • Hipster: One of the three worst things in the world, along with Hitler, and karaoke.
  • Hollywood Heart Attack: Averted in "And the Broken Hearts", when Earl calmly announces he's having another one and that he will walk to the hospital (Max and Caroline insist on having Sophie drive him).
  • Hollywood Personality Disorders: It has been professionally suggested that Caroline has histrionic personality disorder.
  • Horrible, Horrible Judge Of Character: The eponymous duo towards Sophie. They got better.
  • Hypochondria: Subverted in "And the Kosher Cupcakes". Caroline is sure she's getting the flu for most of the episode, but then Max is found to be running a high fever despite not showing any symptoms and dismissing Caroline's.
  • Iconic Item: Caroline's pearl necklace, which she wears to remind her of her old life.
  • Informed Attribute: Max's promiscuity is often discussed, but the most of her that is ever seen is kissing Johnny. Caroline is seen getting more action. We do meet one of Max's casual encounters though but that's it.
  • Idiosyncratic Episode Naming: Excluding the pilot, each episode is called "And _____", presumably to create the structure "2 Broke Girls and ______".
  • The Immodest Orgasm: "And the Pearl Necklace" implies that Sophie has these, even when she's alone.
  • Insult Comic: Darius's more successful comic persona in "And the Pre-Approved Credit Card."
  • Intergenerational Friendship: Max and Earl. He's really one of the only people she doesn't treat with her usual snarky attitude.
  • Interrupted Intimacy: How Max discovers her boyfriend is cheating on her in the pilot.
    • Oleg and Sophie in "And the Big Buttercream Breakthrough". Played with by having Han Li be trapped in the closet with them.
    Han Li: (with stunned look) I went to get some mayo, and it all happened so fast.
    • Caroline and Andy, by Max, in "And the New Boss."
  • In the Blood: Caroline seems to have inherited her father's business sense as well as his lax approach to business ethics. This trait is somewhat selective, as sometimes (for example, the incident with the kosher cupcakes) she is more ethical than Max.
  • Ironic Echo:
    • In episode four, Caroline tells Max that "everyone wires their furs, bitch!" Max later retorts with "everyone inventories the furs, bitch!"
    • "And the Kosher Cupcakes" uses this trope extensively.
    • In the second-season premiere, "And the Hidden Stash", right after Max accepts Caroline's father's invitation to visit him in prison along with Caroline, she says "I'm not going" since, she says, you should never say no to a man in prison. Later, after Caroline's father has urged them to go to the auction and buy the loving cup, Caroline tells Max, "I'm not going ... You should never say no to a man in prison."
    • Used extensively by the receptionist at Martha Stewart's office in "And the Pearl Necklace."
    • In "And the Egg Special", when Caroline has a change of heart about donating her eggs to raise money for the cupcake store, she pulls out her IV, getting bloodstains all over the wall. This echoes those on the vacant soup kitchen they'd been looking at as a location for the cupcake store in the first act, and Max says right away, "This looks like a great place for a cupcake store!"
    • In "And the High Holidays", the two make a cupcake delivery to a seedy apartment building where most of the residents are potheads. One is later busted, and as he is carried away his girlfriend shouts at him that he shouldn't have gotten involved with drugs. At the end of the next act Caroline shouts the same thing at Max when she spills her own stash into the cupcake mix.
    • "And the Kickstarter" doubles down on this. In the Cold Open one of the Asian girls watching the Kickstarter funding roll in for their project to make candles with arms rebuffs Max's request for her order by saying "I ca-an't. I ca-an't." A few seconds later Max says it to Caroline when Caroline tells her to go take their order. Later in the episode, Caroline says it to Max when Max asks her to go take the girls' order because she's too busy playing with her new phone.
  • Japanese Politeness: Han is Korean rather than Japanese, but he's exceedingly polite and apologetic.
    • Peach was on the verge of this when her friend Constance threatened not to invite her to any parties unless she fired Max in "... And The Buttercream Breakthrough". But it tuns out Peach was faking it and offers Max's job back. though It's more likely because she was clueless without her.
  • Ladykiller in Love: Oleg actually seems to have feelings for Sophie beyond the physical.
  • Lampshade Hanging: In the second-season premiere, we get this little bit of dialogue:
    Max: You never say no to a man in prison. He may hang himself with his belt. It's happened to me twice already.
    Caroline: Has anything ever not happened to you twice already?
  • Light Feminine and Dark Feminine: Max is Dark, Caroline is Light. Lampshaded by Sophie, the title character in "And the Upstairs Neighbor", who likens the duo to a chocolate and vanilla cupcake respectively.
  • Like Father, Like Daughter: Caroline fears that this is the case in "And The Secret Ingredient".
  • Love Confession: Deconstructed on the "And the Silent Partner." Andy wants to tell Caroline he loves her, but is dissuaded by Max from doing so in the diner because it's not a terribly romantic place to do so. At her suggestion, he watches several Romantic Comedies to get ideas, and comes up with a plan to take her to Central Park and do it over hot dogs and cocoa. It keeps getting frustrated (at one point Max points out that Caroline looks cute, is embarrassed and in a public place, but then Sophie interrupts), so Max tells Caroline he was going to do it and she runs into his shop ... only to find him sitting on the toilet, where he finally tells her.
  • The Mafiya: Were the former owners of/customer base of the diner.
  • Meaningful Echo: In the Pilot:
    Han Li: You need help.
    Max: No I don't.
    Han Li: Everyone needs help sometimes.
    (later on, after Max comes back to help Caroline.)
    Caroline: I don't need any help.
    Max: Everyone needs help sometimes.
    • In "And the Big Buttercream Breakthrough":
    Caroline: You can't spell "focus" without "us"
    Max: And you can't spell it without "F U", either.
    (later, when two girls who run a funnel-cake stand are making snide remarks about Max and Caroline only having a small table to sell their cupcakes with)
    Funnel Cake girl: See, you can't spell "funnel" without "fun"
    Caroline: And you can't spell it without "F U", either.
    • In "And the Egg Special". At the end of the first act, when it looks like they've found the place for the cupcake store, Caroline tells Max she looks like she could use a hug, and she says yes ... only for a medium shot to reveal that they're standing about ten feet apart. At the end of the episode, after Sophie has just given them the $20,000 they need, Max says it to Caroline ... and the two hug.
    • In "And the Temporary Distraction", Caroline and Max's exchange when she gets the executive position where Caroline tells her she's making her her assistant is repeated with the speakers reversed at the end of the episode after Caroline gets fired for sexual harassing Max.
  • Mechanical Evolution: Referenced by Max in response to Han's introduction of wireless order taking and the possibility that cupcake-baking machines might take off in "And the Pearl Necklace."
  • Mistaken for Gay:
    • Max and Caroline in "And the Break-Up Scene," "And the Pretty Problem," "And the Egg Special" and "And the Bear Problem."
    • Han in "And the Spring Break." Played with immediately thereafter when Max says he's usually mistaken for a lesbian.
    • Andy in "And the Three Boys With Wood."
    • Louis the new day waiter completely believes Oleg is gay.
  • Modern Minstrelsy: Han, according to some critics. The stars and the producer were called out on this in a very uncomfortable Q&A session.
  • Mood Whiplash: Martin's explanation for why he wanted Caroline to bid for the loving cup at the auction in "And the Hidden Stash", which the girls had thought contained a hidden supply of cash but did not, forces Caroline to the realization that her father victimized her as well through his crimes. She cuts the visit short and leaves without saying another word to her father.
    • The end of "And the Kickstarter", when the rapid-fire jokes suddenly give way to a very serious scene where Caroline is genuinely hurt by Max having texted "I'm so sick of her" to everyone else in the diner.
  • Mr. Fanservice: The two Amish guys, Jacob and Jedediah.
  • Multi-Part Episode: The first-season finale, "And Martha Stewart Have a Ball (Parts 1 and 2)"
  • My Beloved Smother: Han's mother.
  • My Eyes Are Up Here: Opening scene of the pilot.
  • My God, What Have I Done?: Caroline's dad is genuinely sorry about the people he hurt in his Ponzi scheme and the damage he did to his relationship with his daughter.
  • Noodle Incident: Max's childhood stories tend to be these.
  • No Celebrities Were Harmed:
    • It's pretty clear that Caroline's father is supposed to be a Bernie Madoff expy.
    • Caroline looks strikingly like Paris Hilton.
    • Sophie's strange Eastern European accent is very reminiscent of Arianna Huffington.
  • No Periods, Period:
    • Averted in "And The Secret Ingredient". A two-act subplot was devoted to Han's attempt to squeeze out a little extra profit by tripling the price of tampons in the restroom tampon machine, which Max successfully protests by replacing the straws in the dispensers with tampons and giving them out for free with every check.
    • Other episodes avert this as well. " In "And the Very Christmas Thanksgiving", Caroline complains that the tights in her elf costume have a previous wearer's menstrual stains in the crotch. In another:
    Max: I have never been at a loss for words. Tampons, yes. Words, no.
    • In "And the High Holidays", Sophie walks into the apartment and announces she's gotten her period, leading her to try the marijuana-spiked cupcakes and find them a perfect cure for her cramps.
  • OOC Is Serious Business: When Max actually compliments Caroline with no trace of sarcasm and mockery, Caroline thinks that Max must be seriously depressed.
    • Averted in "And the High Holidays", as Caroline's temporarily depressed state of mind is clearly explained as the result of her consuming the pot-spiked cupcakes.
    • Caroline knows Max is hiding something from her (her father's concern about his former aide's tell-all memoir saying he had a small penis) from her unusual reluctance to say something mean and nasty at the beginning of "And the Tip Slip".
  • Odd Couple: Max: Cynical, jaded, and dead inside. Caroline: Optimistic, naive, and ever-hopeful. Note that both girls are portrayed as smart, just in different ways.
  • Oh Crap: Max and Caroline's reaction to the telltale signs of a flash mob in "And The 90's Horse Party." (No one ordering any food, all wearing identical clothing, checking their watches to see what time it is.)
  • One Dialogue, Two Conversations: When having dinner with Sophie in "And the Upstairs Neighbor". She's talking with a client about what turns out to be a woman she sent over to clean his house; Caroline and Max hear it as proof she's a madam.
  • Parental Substitute: Earl to Max, most evidently in "And the Broken Hearts".
    • Pretty obvious in "And the Pre-Approved Credit Card" as well. She even considers his son a brother and vice-versa.
  • Panty Shot: In-Universe. Han/Bryce comes in to give Caroline her name tag while she's on a ladder and catches a nice view.
  • Perpetual Poverty: Caroline and Max seem to make out OK despite both of them constantly worrying about money and complaining about how poor they are.
  • The Pratfall: Caroline has done a few of these, particularly because of the very high heels she often wears.
    • Oleg, when he slips on Caroline's pee in "And the Hold-Up."
  • Pretty Fly for a White Guy: Shmulie and David in "And the Kosher Cupcakes" when their mother's not around.
  • Product Placement: Febreze, conspicuously used and mentioned in the first act of "And the Kickstarter".
    • The Nuvaring in "And the married man sleepover".
  • Profiling: In the second episode, Caroline finds a baker with an African name whom she intends to be their first business contact. Max jokes about not wanting anything to do with it due to her name.
  • Promotion to Opening Titles: Jennifer Coolidge gets one at the beginning of Season 2.
  • Put on a Bus: Johnny, for most of the first season.
    • Andy in "And The Psychic Shakedown" is said to have closed up shop and moved in the middle of the night.
    • Dede in "And the Icing on the Cake"
  • Raging Stiffie: Jacob, making good on the title Double Entendre in "And the Three Boys With Wood."
  • Reality Ensues:
    • At the end of 1x03, "And Strokes of Goodwill", the Puerto Rican woman who stole Max's The Strokes tee while she was briefly distracted. Both Max and Caroline insult her and her "closeted boyfriend" in the space of a few seconds, Caroline even spilling soup on the shirt. While they're metaphorically high-fiving at the counter, and talking about what they just learned, Max notes the woman coming toward them with murder in her eyes.
    Max: Run.
    • The money in the cupcake fund, as given at the end of each episode, doesn't always increase. In some episodes it goes down or remains flat, and is always in accord with an amount given during the episode. Doesn't always make sense, though, as it doesn't account for income they should've had.
    • At the end of "And the Broken Hearts", when Max pleads with the doctor, a former friend of Caroline's who has gotten her upset by rebuffing her romantically, to reconsider, he says nice things about her but stands firm because there is still too much social opprobrium attached to the Channing family name because of her father's crimes.
    • In "And Not-So-Sweet Charity", Caroline's titular aunt stops the check they had gotten her to sign while she was anesthetized after a face peel. As a result they have no option but to let the new owners of the building buy out the lease on the cupcake shop, and use the money to pay off their debts ... leaving them back where they started, but with only a dollar in the cupcake fund
    • In general, the series shows that starting your own business takes quite a lot of money and a ton of work. Even once you get your business started, hard work and passion might not be enough and the business might go broke.
  • Reality Show: In-Universe: The Food Network series in "And the Cupcake Wars"
  • Redemption Quest: The cupcake business.
  • Relationship Reveal: Johnny has a girlfriend. Now a fiancee (different girl). Now a new girlfriend.
  • Remember the New Guy: Caroline's aunt Charity is never mentioned before "And Not-So-Sweet Charity."
    • Lampshaded by Max as soon as it's mentioned:
      You've told me every single thing about your life for a year and a half and you've never mentioned her?
  • Renaissance Man: Earl.
  • Reset Button: The episode after Max quits her babysitting job, she takes it back in order to get a favor from Peach.
    • "And Not-So-Sweet Charity" seems to have hit the reset button for the entire series. At the end, Max and Caroline have sold their lease out to the building's new owners and used the money to pay off their debts ... leaving them with only a dollar in the cupcake fund, less than any other episode in the series up to this point, and basically back where they started, though with somewhat of a reputation (if only a small one).
  • Rich Bitch: Charity Channing is this to Caroline, though she has somewhat a Freudian Excuse.
    • Deke's Mother,who sort of claims to be this,but also averts it due to her secret past as a stripper from Queens.
      You think i'm some rich bitch?,well,I am,but I wasn't born rich.
  • Right Behind Me: Andy to Caroline, after Max walks in on her while she's masturbating in the bathtub in "And the Candy Manwich".
  • Romantic Two-Girl Friendship: Max and Caroline, of course.
  • Rule of Symbolism: The gap in the subway tunnel walkway both Caroline and Max have to jump (with the former refusing to take off her heels) in "And the Big Buttercream Breakthrough." A real New York City subway tunnel would not have one, but it clearly symbolizes both the risk Caroline took starting her life over at the diner and the risk Max takes later in the episode by giving up her babysitting job for the business.
  • Running Gag:
    • Max's use of Double Entendres
    • Oleg's Habit of sticking his head out of the kitchen either to add a comment or a certain word catches his ear.
    Max: "Vagina is everywhere."
    Oleg: "Where?"
    • Jokes disparaging the Kardashians. For example:
      • This line from "And the Messy Purse Smackdown":
    Sophie: No, I'm not Kim Kardashian. I actually work for a living.
    • After Caroline takes an iPhone picture of her vagina for the doctor in "And the Worst Selfie Ever," Max shrugs and says "That's how Kim Kardashian got started."
  • Secretly Wealthy: Deke, whose family is extremely wealthy, pretends to be poor by living in a dumpster and lying about his last name. When Max finds out about it, she gets upset.
  • Seppuku:
    Max: You can't tell an Asian he made a mistake. He'll go out back and throw himself on a sword.
  • Series Continuity Error: In "And The Rich People Problems", Max calls karaoke "one of the worst things in history", but in "And The Pop-Up Sale" she mentions that she sometimes sings karaoke.
    • Those two aren't mutually exclusive. You could hate karaoke with a passion yet still join in at a social gathering.
    • "And The High Holiday" seems to completely ignore an episode were Caroline tries a bit of Max's weed like it's no big deal, by making her completely against it and having her turn into a pessimistic Debbie Downer under its influence even pointing out that she tried some back in college and never did it again, before she was completely fine with it.
  • Serious Business: Tipping.
    • In "And the Group Head", the ability to use a cappuccino machine is suggested to be such an arcane skill that Max and Caroline take jobs at Starbucks (for all of an hour) just to learn how to do something that in reality isn't that difficult.
  • Shipper on Deck: Max is hellbent on Caroline and Candy Andy getting together. Though it's less for their own happiness and more for her own lifetime access to as much candy as she can handle, so...
  • Shout-Out: Sophie's cleaning business is named "Sophie's Choice Cleaning Service". "They clean like their lives depend on it."
  • And again when Luis is introduced in "And the Group Head." Luis's phone ringtone is the 'Sat C theme music.
  • When Max puts up Johnny's napkin art all over the house, then finds out that he's going to come over and see it, she says that he'll think she's Dexter.
  • When Caroline mentally counts off the locations of security cameras in the jewelry store, Max asks her "What are you doing, Beautiful Mind?"
  • The gay couple compares Max to Madeleine Stowe in Revenge in "And the Spring Break." Caroline says the premise of the show is too close to home especially with Stowe's character getting rid of another similar to how her grandmother got rid of her mother.
  • Caroline apparently knows the Fine family.
  • "And the Pearl Necklace" referenced the Terminator, Star Wars and Matrix franchises extensively.
  • In "And the Silent Partner", Caroline referenced a lot of Romantic Comedies, like The Proposal and My Best Friend's Wedding.
  • In "And the Pretty Problem", Max shuts up the hippie barista with the words "Listen, Battlefield Earth!"
  • At the beginning of "And the French Kiss", Deke shows up at the diner. "Where did you hear about us? Kitchen Nightmares?" Max asks
  • In "And the Married Man Sleepover", Caroline compares Max's new bouffant hairstyle to Dame Edna.
  • Skirts and Ladders: Han accidentally looks up Caroline's skirt while she is standing on a ladder writing on the blackboard. He rushes off in embarrassment but not before thanking her.
  • Sliding Scale of Idealism Versus Cynicism: Max and Caroline are the living embodiment of this trope, with Caroline representing the side of idealism and Max heavily on the cynicism side of the scale. That said, both have been known to cross to the other side on occasion, such as when things start to look hopeless even for Caroline or when Max has a good reason to go along with Caroline's optimism.
  • Small Reference Pools: Despite living in Williamsburg (and thus closer to the Williamsburg Bridge), the opening credits are of the Brooklyn Bridge.
  • Smarter Than You Look: 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".
    • Justified, in that she was never portrayed as stupid...just a little sheltered. More Fridge Brilliance than anything in that the reason she works as a waitress isn't because she's not intelligent, but because there isn't a business alive that would let someone with the name of "Channing" near anything related to finances in their business, courtesy of her father's actions...precisely where Caroine's skillsets lie.
  • Smoking Is Cool: Subverted by Sophie as she uses electronic cigarettes.
  • So Unfunny It's Funny: Darius's standup jokes in "And the Pre-approved Credit Card," before he finds his voice as an Insult Comic.
  • Special Guest: Martha Stewart in the first-season finale.
  • Suspiciously Specific Denial: In the episode where the girls work in an office, the HR rep prefaces the situations with the phrase, "Let me give you a 'for instance'" before giving an overly specific one.
  • Status Quo Is God: In "And the Temporary Distraction", Max files a sexual-harassment claim against Caroline so she can't take the job she got offered at the company they temped at, in order to keep the cupcake-shop dream alive.
    • Then, in the very next episode, "And the Big Hole", she tells prospective replacements for Caroline horrible things about Han so he'll be forced to take her back. Justified in this situation as she knows they need Caroline's paycheck to make the rent.
  • Stock Underwear: When Oleg takes off all his other clothes in "And the Window of Opportunity", he's wearing tiger-stripe boxers, true to his character stereotype.
  • Stoners Are Funny: The opening of the second-season "And the Cupcake Wars" has Oleg unable to do his job because he smoked some weed. A string of marijuana jokes ensues.
    • Extensively used in "And the High Holidays" in which we learn that Caroline is one of those rare people who gets depressed and pessimistic when she's stoned—which explains why she didn't like her experiences with marijuana in college.
  • Suspiciously Specific Denial: When Han asks Max if she's got any weed on her in "And the Girlfriend Experience":
    Do you really think I would carry it in my purse all the time, in a little Altoids container with "Lisa" written on a piece of tape on it?
  • Sustained Misunderstanding: Max and Caroline believing that Sophie runs a prostitution ring in "And The Upstairs Neighbor". Sophie is extremely displeased by this, but the things they see and hear when they're around Sophie don't exactly do much to contradict that belief.
  • Take That:
    • Max's response to Caroline asking if she has no shame:
    Max: Shame is overrated. Like Kesha.
    • Max to Caroline in "And the Big Buttercream Breakthrough" when she tries to force their business cards on people at the crafts fair:
    Max: Scaring people into participating isn't business, it's Scientology.
    • Max to a customer in a 19th-century outfit writing on a typewriter in the Cold Open for the first-season finale, "And Martha Stewart Have A Ball"
    Oh ... steampunk. That was popular for about ten seconds back in two-thousand-are-you-kidding-me?
    • Max during the Cold Open of "And the Pearl Necklace."
      Twitter is stupid, and Instagram is Twitter for people who can't read.
    • And then in "And the Pre-Approved Credit Card" they both pile Take That after Take That on Justin Bieber.
    • Sophie in "And Not-So-Sweet-Charity":
      Remember when Madonna was alive?
    • Take That towards How I Met Your Mother in the form of "an old man who uses 'Awesome!' too much while talking to their kids".
    • Regular ones towards the Kardashians.
  • Take This Job And Shove It: Max refuses to take her babysitting job back, even when Peach actually comes to the diner and begs her to, at the end of "And the Big Buttercream Breakthrough", in order to concentrate more effort on the cupcake business. She tells Caroline it's the first time she ever quit a job without another one to take its place.
    • However, in the next episode, "And Martha Stewart Have A Ball (Part 1)", the Reset Button is partially applied when, in order to get Chestnut out of the stable and cheer Caroline up, Max agrees to babysit for her at least once a week "for the rest of my life".
  • Technology Marches On: In-Universe. Late in the second season, Caroline points to the fact that she only has an iPhone 3 (at the time, the iPhone 5 was the latest model) as a sign of how far she has fallen in life.(Although the iPhone Caroline has seems to be an iPhone 4 or 4s).
  • Teeny Weenie: In "And the Tip Slip", Martin privately tells Max that his former aide's upcoming tell-all memoir will say he has a small penis. It's averted when a photo on an iPhone shows otherwise.
  • Terrified of Germs: Caroline becomes a germophobe from time to time, like when she went to a dentist office in the subway and during flu season.
  • Took a Level in Badass: In the thirteenth episode, "And the Secret Ingredient", the Cold Open leads to Caroline making the sarcastic comment to a customer, which is promptly lampshaded:
    Max: Welcome to waitress, honey. We've been waiting a long time for you.
    • Han, when he pulls a gun on the robber in "And the Hold-Up."
  • The "I Love You" Stigma: Max has trouble saying this to Deke, and Deke has basically the same problem. Eventually she does, but in kind of an accidental way at first.
  • This Is for Emphasis, Bitch!: More than once.
    • In "And the Window of Opportunity", the sign for the yard sale posted on Chestnut reads: "Yard Sale Bitches!"
  • Toilet Humour: The incessant teasing of Caroline (and, later, Han) after they wet themselves in moments of fear in "And the Hold-Up." It's eventually lampshaded in the first case:
    Max: I don't think there are any more jokes we can make about it.
    Sophie: Hey Caroline, what's that movie you're going to see rated? PP-13?
    • Deke is even better at such one-liners than Max, probably one reason why she became attracted to him.
  • Tomboy and Girly Girl: Max and Caroline respectively, though Max can still be feminine.
  • Totally Radical: Han's use of the word "hip." Lampshaded, naturally, by Max. Han in general is portrayed as someone whose concept of what's cool is at least a few years behind the times, if not more.
  • Transparent Closet: Sophie's boyfriend in "And the Kosher Cupcakes".
  • Truth-Telling Session: Max and Caroline have one in "And the Window of Opportunity". True to trope, it gets ugly. Thankfully, it ultimately turns all right.
  • Twofer Token Minority: Luis, the gay Latino day shift waiter.
  • Ultimate Job Security: Max appears to be able to mouth off to any customer she wants without losing her job or otherwise suffering consequences. But Caroline is an even better example than that: We never really see her doing any work (lampshaded, of course, by Max) and in episode three she even deliberately dumps borscht on a customer. The episode ends immediately after, and Caroline pretended it was an accident, but given the Wretched Hive the entire neighborhood is portrayed as, and his level of incompetence, Han might simply not care.
    • It's explained in the pilot that Han knows very little about running a diner and largely relies on Max's expertise to keep the place afloat, since she's been working there for several different owners, including the Mafia. He likely keeps Caroline around because as a former socialite, he figures she gives the place a touch of class.
    • Subverted at one point where Han fires Caroline for being constantly late and insulting the diner. He hires her back by the end of the episode.
  • Uncle Pennybags: Deke dresses as one and also gives Max one million dollars, both done to make Max stop being upset about his wealth.
  • Unresolved Sexual Tension: Max has this with Johnny, the bartender, and it gets a lot of lampshading.
    • Max and Caroline due to Ho Yay elements in everything they do with and to each other.
      • This goes really far. In "And the Hold-Up" Caroline actually says that Max's knowledge of superhero movies is 'kind of turning her on'.
  • Upper-Class Twit:
    • Averted with Caroline. 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.
    • This is played straight with Peaches, the woman Max works for as a nanny. While seemingly sweet, she is spoiled and a ditz.
  • Urine Trouble: * At the end of "And the Soft Opening", the third-season premiere, the local homeless man pees on Caroline.
  • Vacation Episode: Max, Caroline and Andy spend a weekend in a cabin in the woods in "And the Bear Problem."
  • Valentine's Day Episode: "And the Broken Hearts"
  • Vitriolic Best Buds: Max and Johnny the bartender start at this, but it gets subverted when their ragging on each other turns out to be an act they put on to remind them of their families. The eponymous duo are a straighter example.
  • Vomit Chain Reaction: Caroline, Max and Andy in "And the Candy Manwich."
  • Water Guns and Balloons: In "And the Window of Opportunity", the second-season finale, Max and Caroline are steam cleaning the forgotten basement back room. They get into an argument about how things are going, and augment it with squirts.
  • Welcome Episode: The pilot. Caroline starts working at the diner and befriends Max.
  • Wham Episode:
    • "And Not-So-Sweet Charity", which puts Caroline and Max back to square one—no cupcake store and only $1 in the cupcake fund. But at least they paid off all their debts.
    • "And the Pastry Porn": Max gets accepted at pastry school and starts taking classes regularly.
    • "And the Not Broke Parents": The pastry school closes down due to Caroline's affair with Chief Nicolas coming to light, forcing him to move back to Paris, and Max breaks up with Deke just so he doesn't have live poor as they do, even after he declared his love for her to his parents and being financially cut off by them.
  • Whammy Bid: Max bids $200, $75 over the current bid, for the loving cup she was convinced Caroline's father had hidden money in in "And the Hidden Stash."
  • What the Hell Is That Accent?: Jennifer Coolidge's accent as Sophie is unavoidable ... and unrecognizable as a Polish accent (She seems to have been trying in the beginning, but no longer does).
    • On the other hand Jonathan Kite's accent is still plausibly Russian or Ukrainian.
  • Wig, Dress, Accent: In the second-season premiere, "And the Hidden Stash," Caroline attends the auction of her family property wearing a brunette wig.
  • Will They or Won't They?: Lampshaded by Han.
    • Said word for word by Oleg about the two stars.
  • Woman Child: 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.
  • Work Com
  • Wretched Hive: The diner, Max's neighborhood.
  • You Do Not Want To Know: Caroline to Max when she sees who's at the door in "And the Spring Break."
  • Younger than They Look: Han, in "And the Hold-Up." (See Big "WHAT?!", above).
  • Your Cheating Heart: In the first episode, Max learns from Caroline that her boyfriend is cheating on her. She doesn't believe it at first, but later discovers that it's true.
    • Its implied to the point of out right saying it, that Johnny and Max are only attracted to each other when Johnny is in a relationship with another girl, Neither seems to mind. Though it does lead to them both calling off their relationship.


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