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- Writers: Whitney Cummings, Michael Patrick King
- Stars: Kat Dennings, Beth Behrs, Garrett Morris, Jonathan Kite,
In the fifth season premiere, Max and Caroline team up with the diner staff in a frantic attempt to keep their businesses open when the city targets Han's diner and the cupcake window for destruction. Also, Sophie and Oleg announce that they are trying to have a baby.