- Writers: Whitney Cummings, Michael Patrick King
- Stars: Kat Dennings, Beth Behrs, Garrett Morris, Jonathan Kite
Max hooks up with a guy who offers to fly her to the Grammys on his private plane. She brings Caroline along. Caroline is surprised to discover that the plane use to be hers. And Max finds the whole thing - being on a plane and being served, a bit tough to digest.