- Played by: Kat Dennings
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.
- "Awesome McCool" Name: Max Black does indeed sound pretty cool.
- Bi the Way: She mentions kissing girls often.
- Big Breast Pride: She displays this on numerous occasions. Not that she goes out of her way to emphasize them (except in the first season finale with Martha Stewart...) but when they're noticed, she generally reacts with pride, as well as amusement when others notice the patently obvious.
- Broken Bird: Judging by the dark places her jokes go.
- Cannot Spit It Out: Max has this problem when asking people for favors.
- Catchphrase: Oh HELL no!
- Dark and Troubled Past: 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.
- Deadpan Snarker: One couldn't imagine the show without her snide one-lines.
- Disappeared Dad: Disappeared so early in her life she doesn't know who he is.
- Double Entendre: Spits out these frequently. Especially involving any version of the word "come".
- Jerk with a Heart of Gold: Despite regularly being snide and sarcastic, she genuinely felt bad for Caroline and allowed Caroline to stay in her home without really asking for anything in return. It's pretty much established at the end of "And The Reality Check" that she's rather nice as Max is holding back tears as Chestnut is sent away for the winter. She's either a golden-hearted jerkass or possibly a Knight In Sour Armor.
- Kindhearted Cat Lover: As revealed in "And the Kitty Kitty Spank Spank", she likes cats.
- The Lad-ette: 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.
- Noodle Incident: 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
- Pungeon Master: Puns are a common ingredient of her one-liners.
- Schoolyard Bully All Grown Up: 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.
- The Stoner: Not overemphasized, but Max is indicated to be a pot smoker, with "And the High Holidays" even acknowledging that she has a dealer. In season 3, the diner crew gives her a case filled with joints instead of pens.
- Sugar-and-Ice Personality: Tends to be snarky regularly insults just about everyone, but tends to be somewhat compassionate at times.
- Supreme Chef: Max is this when it comes to cupcakes, although she may also be a One-Note Cook. Ultimately subverted in "And The Secret Ingredient": She uses store-bought cake mix because she never learned how to make cupcakes from scratch, although The Reveal seems to have fallen into Canon Discontinuity.
- Tomboy and Girly Girl: The tough, snarky, streetwise Tomboy to Caroline's wealthy, high society Girly Girl who likes riding horses.
- Tomboyish Name: She goes by "Max" which is more often than not a man's name.
- Tomboy with a Girly Streak: She's The Lad-ette, but also enjoys baking and sells homemade cupcakes from the diner where she works.
- Wake Up Make Up: Hands down the most blatant example of the cast and perhaps also of the current TV landscape, she sports her dark red lipstick and heavy eye makeup even during bedtime and in the bath tub.
- 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.
- Zettai Ryouiki: On occasion.
- Played by: Beth Behrs
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.
- A-Cup Angst: Not so much on Caroline's part, but Max frequently teases her about her chest.
- Alliterative Name: Caroline Channing, played by Beth Behrs.
- Daddy's Girl: She's got a very close relationship to her father due to having a Missing Mom and being treated like a princess for her whole life.
- Ditzy Genius: She has some hilariously naive beliefs about poverty and sexuality ("Max, you can't get pregnant doggy-style!"), and yet she's got a degree and when dealing with her and Max's cupcake business, displays lots of business sense.
- Dumb Blonde: She surprisingly averts this trope; while she's definitely naive, she's far from stupid and can hold her own in a lot of areas.
- Fallen Princess: 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.
- Hair of Gold, Heart of Gold: She's grossly naive when it comes to the lower-class lifestyle, but doesn't let it get in the way of her helping Max and others.
- Missing Mom: Her mother cheated on her father and was gotten rid of... in a society way, much worse than in the Mob way.
- Naïve Newcomer: She has a hard time adjusting to being poor.
- Potty Failure: When the diner gets held up, she gets so scared that she wets herself.
- Preppy Name: English people would have no trouble believing that someone called Caroline came from money.
- She's Got Legs: Both her diner outfit and her private wardrobe, which consists mostly of short skirts and tight trousers, show off Beth Behrs' good figure.
- Sins of Our Fathers: Season 1 makes a point of showing that she catches a lot of flack for her father's crimes.
- 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".
- Riches to Rags: Before her dad went to jail for his Ponzi Scheme, her family had a ten-figure net worth.
- Tomboy and Girly Girl: The wealthy, high society Girly Girl who likes riding horses to Max's tough, snarky, streetwise Tomboy.
- Upper-Class Equestrian: A former high society girl who still keeps her beloved horse Chestnut outside her apartment.
- Upper-Class Twit: 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.
- Played by: Matthew Moy
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.
- Ambiguously Gay: In one episode Han is seen entering the men's room or a movie theater with another man. Another episode has him admitting to having paid for sex. He also mentions a homosexual experience in college, but quickly backtracks upon apparently realizing it wasn't one. Max makes make one or two closet jokes about him as well.
- Aroused by Their Voice: 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!
- Asian Store-Owner: He owns the diner the girls work in.
- Beware the Nice Ones: 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.
- Butt-Monkey: 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 Up to Eleven by Sophie in "And The Pearl Necklace".
- Older Than They Look: 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, much to everyone's shock.
- Played by: Garrett Morris
The cashier who has worked at the Williamsburg Diner since 1962, or 1989. Max is very close to him.
- Cool Old Guy: An elderly former jazz musician with a love of marijuana and gambling.
- Played by: Jonathan Kite
Oleg is 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).
- Abhorrent Admirer: At first Sophie rebuffs him, but they wind up in a relationship later on in the series.
- Carpet of Virility: Is very hairy-chested.
- Casanova Wannabe: He often makes overly sexual remarks towards the girls and later Sophie, which come out as repulsive more than anything else.
- Funny Foreigner: From Eastern Europe.
- Good Parents: At the very least it's implied that he's better at parenting than Sophie is, evidenced when he is completely determined to spend quality time with his baby daughter even Sophie is monopolizing her.
- Hidden Depths: He loves the musical "Cats" enough that he saw it nine times on Broadway.
- Sleeves Are for Wimps: Loves his tank tops.
- They Do: As of Season 4, he and Sophie are currently a Happily Married Official Couple and expecting their first child.
- Played by: Jennifer Coolidge
A Polish woman who owns a cleaning company, lives in the apartment above the girls, and often bugs them with stories about her sex life and growing up in Communist Poland.
- Bi the Way: Mentions attractions to Max, didn't hate Caroline's hands on her boobs, and has dated women before as well. '
- Dumb Blonde: She can come across this way when she is rather dismissive of everything that doesn't interest her.
- Funny Foreigner: From Eastern Europe too.
- Happily Married: To Oleg as of Season 4, and currently expecting their first child to boot.
- Incoming Ham: Hiiii girls!
- It's All About Me: Sophie is very self-centered and whenever she arrives at the diner or at the girls cupcake window, its 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?!!
- Jerkass: Tends to be demeaning towards people, especially Caroline, and is unapologetic when corrected by Caroline after calling Han a woman. She occasionally dips into Jerk with a Heart of Gold territory.
- Maternally Challenged: After having her baby girl, she is often shown dragging her baby's pram up and down stairs with no delicacy, constantly bumping or crashing the pram, spraying her baby with perfume, and getting her a spray tan.
- Promotion to Opening Titles: Jennifer Coolidge gets one at the beginning of Season 2.
- Self-Made Woman: Sophie owns a successful cleaning company.
- Sensual Slavs: Her outfits are always extremely flamboyant and show off lots of cleavage. Also, she's rather promiscuous, much to her downstairs neighbours' chagrin.
- Played by: Nick Zano
Max's on-again-off-again love interest.
- Played by: Steven Weber
Caroline's father, who is currently in prison for a ponzi scheme he masterminded.
- Played by: Ryan Hansen
A candy store owner whose business was across from the cupcake store, and Caroline's love interest in season 2
- 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.
- The Bus Came Back: He comes back briefly to have casual ex-sex with Caroline only to disappear again. He returns in season 5, only to announce he's getting married
- Nice Guy: He's so sweet, he owns a candy store.
- Put On The Bus: After his and Caroline's relationship ends, he closes his store and disappears from the show.
- Played by: Gilles Marini
A French "master baker" who owns and teaches at the Manhattan School of Pastry and Caroline's former love interest.
- Everyone Looks Sexier If French: In accordance with the show's other cultural stereotypes, the French guy has to be gorgeous.
- Good Adultery, Bad Adultery: His wife and him have an open relationship and she not only seems to tolerate but actively encourage him and Caroline to have an affair. Caroline's stance on this is different.
- Innocent Innuendo: Pretty much every character makes a sex joke every other line. Nicolas is the only one who does it without knowing!
- Meta Casting: Sort of. Marini is a baker's son and was quite talented as a youth.
- Mr. Fanservice: Easily the most conventionally attractive male cast member
- Played by: Eric Andre
A sarcastic half-black/half-Jewish student at the Pastry School who quickly becomes Max's friend, lover and later ex-boyfriend.