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Max is still in denial over the revelation that Johnny, her crush has a girlfriend, Caroline tries to get her to admit her feelings and let them out. But she says this is what always happens to her - she meets a guy and just when things are getting serious, she learns something like he has another girl. But when Johnny comes to her and kisses her things get weird. And Caroline got them a cupcake order for an art showing which Johnny has a few pieces before learning about what happened. She convinces Max to do it and that she won't have to see Johnny. But they learn that they have to serve the cupcakes and that it was Johnny's girlfriend who got them the job. Max tries to be strong but when Johnny shows up things get weird again.
- Writers: Whitney Cummings, Michael Patrick King
- Stars: Kat Dennings, Beth Behrs, Garrett Morris, Jonathan Kite