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- Writers: Whitney Cummings, Michael Patrick King
- Stars: Kat Dennings, Beth Behrs, Garrett Morris, Jonathan Kite
Han tells Max that it's Caroline's birthday and that since she's Caroline's BFF she should throw her a birthday party but she's to broke to do it. But Han convinces her to. Caroline finds herself attracted to the guy designing the website for their cupcake business. But she tells Max that she's not into one night stands. However, she hooks up with him and tries to sneak back home but catches Oleg trying to sneak out after being with Sophie. They swear not to tell anyone. Sophie, who saw Caroline with the guy, tells Max who then talks to Caroline about it, so she assumes Oleg broke his promise and proceeds to tell everyone about him and Sophie. That's when everybody starts to tell everyone's secrets including Max's surprise party for Caroline. So they have it but after wards Caroline says all she wants is to see her father so they go the prison to see him. But when a guy there who was with Max recognizes her, it starts a chain of events that keeps Caroline from seeing her father.