WARNER BROS. TELEVISION TWO BROKE GIRLS < (Pfl Ot” Written by Whitney Cummings and Michael Patrick King ( Bros. Television Netwotk Draft 300 Television Plaza, Burbank, California 91505

INT, DINER - WILLIAMSBURG; BROOKLYN — NIGHT THE DINER HAS A COOL, VINTAGE 80'S LOOK AND FEEL. BUT THAT'S ONLY BECAUSE IT HASN'T BEEN REDECORATED SINCE 1986. IT’S LIKE A HOWARD JOHNSON IN MIDDLE AMERICA ONLY IT'S IN THE MIDDLE OF A DICEY AREA OF BROOKLYN. THE CLIENTELE IS EITHER VERY YOUNG AND HIP OR ELDERLY RUSSIAN EMIGRES WITH A REPLACEMENT HIP. THE KITCHEN DOOR SWINGS OPEN AND OUT WALKS MAX BLACK (23, COOL, STREET SMART, TOUGH ON THE OUTSIDE) SHE IS WEARING AN UGLY YELLOW WAITRESS UNIFORM WHICH SOMEHOW LOOKS CUTE OH HER. OLEG (45, BALDING, UNSIGHTLY) CALLS TO MAX FROM THE KITCHEN AS HE SETS DOWN SOME HOT PLATES IN THE FOOD “PICK-UP” AREA. OLEG Table 12, table 7, nice ass. MAX (PICKING UP FOOD) Got it, got it, and you’ll never get it. MAX WALKS THROUGH THE DINER, EXPERTLY BALANCING THE PLATES UP HER ARMS. TWO MALE HIPSTERS (20'S) COMPLETE WITH TRENDY KNIT HATS SIT IN A BOOTH NEARBY. HIPSTER #1 Excuse me. Miss? Miss? HIPSTER #1 RAISES HIS ARM AND LOUDLY SNAPS HIS FINGERS AT MAX, SHE FREEZES. HE SNAPS A COUPLE MORE TIMES. SHE SETS HER PLATES DOWN ON A TABLE; WALKS TO THE HIPSTERS AND SMILES. MAX Hi. What can I get you? HIPSTER #1 waiting for -- MAX HOLDS HER HAND IN FRONT OF HIS FACE AND REPEATEDLY SNAPS. MAX Is that annoying? Is that obnoxious and rude on every level? (MORE )

MAX (CONT'D) Would you find this distracting if someone did it to you while you were working? Oh right, you don’t have a job. HIPSTER #2 (LAUGHING) Damn, She burned you. MAX TURNS AND SNAPS ONE FINAL SNAP IN HIPSTER #2’S FACE. MAX No. ©Oh no. Do not think we’'re on the same team, Urban Outfitters. HIPSTER #2 (SMILES) What's your deal? Do you have a boyfriend? MAX Yes I do. And to be rude, even if I didn’t, a hipster like you wouldn’t be in the running because we have nothing in common. I wear knit hats when it's cold out, you wear knit hats all year round for no apparent reason, You have tattoos because you want to piss off your dad. My dad doesn’t know he’s my dad. And finally -- did I mention the stupid hats? (THEN TO HIPSTER #1) So, what’d you need, “snappy”?

HIPSTER #1 Horseradish. Our waitress disappeared. The Russian one. MAX Oh, she disappeared. Kinda like real men? MAX TURNS AND STARTS TO KITCHEN. THE HIPSTERS REACH UP AND SLIDE THEIR KNIT HATS OFF THEIR HEADS. INT. KITCHEN — CONTINUOUS MAX ENTERS THE SMALL KITCHEN AND LOOKS AROUND. MAX Paulina? SHE WALKS TO THE WALK-IN REFRIGERATOR, OPENS IT, GOES INSIDE. INT. WATLK-TIN REFRIGEREATOR - MAX STOPS IN THE DOORWAY AT WHAT SHE SEES, STICKING UP IN THE AIR FROM BEHIND SOME PRODUCE BOXES -- IS A PAIR OF WOMEN'S LEGS SPREAD WIDE. FROM THE UGLY WHITE SNEAKERS WE CAN TELL IT'S THE OTHER (UNSEEN) WAITRESS WHO IS MOANING WITH PLEASURE THANKS TO THE MAN (ALSO HIDDEN)} KNEELING BEHIND SOME PRODUCE SERVICING HER. MAX Oh, I didn’t know you were on break. MAX TAKES A STEP TO REACH FOR THE HORSERADISH, BUT BUMPS INTO MAN‘’S BLACK SHOES STICKING OUT FROM BEHIND THE BOXES. MAX (CONT'D) (DELICATELY) Excuse me, sir. I know you're kind of in the middle of something there, but I‘m need to grab some horseradish - (SHE REACHES) Nope, still can’t quite --

4. THE HAND APPEARS OVER THE PRODUCE BOXES -- SHE PICKS UP THE HORSERADISH FROM A SHELF AND PASSES IT TO MAX. MAX (CONT’D) Thanks. INT. DINER - CONTINUQUS MAX WALKS BACK OUT OF THE KITCHEN AND OVER TO THE HIPSTER BOOTH HOLDING THE HORSERADISH HIPSTER #1 Where’s our waitress? WE HEAR A WOMAN VOCALLY WITH GREAT PLEASURE. MAX. She’s coming. END OF COLD QPEN.

FADE IN: A TITLE CARD OVER BLACK. IT READS: CURRENT TOTAL: $0.00. FADE OUT. INT. DINER - THE NEXT NIGHT MAX ENTERS, WEARING A COOL VINTAGE COAT AND CARRYING A TRAY COVERED IN TINFOIL. HAN LEE(33, KOREAN BORN, LOVABLE, THIN MAN; THICK ACCENT) COMES QUT FROM THE KITCHEN. HE IS DRESSED VERY “AMERICAN PREPPY” BUT HAS HIS KHAKI PANTS BELTED UP WAY TOO HIGH ON HIS TORSO. LEE HOLDS OUT A PAY ENVELOPE TO MAX. LEE Hello today. I have check for you. MAX GLANCES AT HIS PANTS AS SHE TAKES THE CHECK. MAX Thanks, camel toe. LEE What means camel toe? SHE POINTS TO HIS CROTCH WHERE THE PANTS ARE HIKED UP. HE LOOKS DOWN, EMBARRASSED. LEE (CONT'D) Ch. Okay. HE TURNS AROUND AND TUGS ON HIS PANTS, PULLING THEM LOWER. HE TURNS BACK AND LOOKS TO MAX FOR APPROVAL. SHE NODS. MAX Nailed it. Way to go, Han. LEE I am no longer Han Lee. I have a new American name to go with changing neighborhood.

MAX To go with the changing neighborhood-- the changing neighborhood. We’ve gone over this. LEE Oh, Okay. The changing neighborhood. HE POINTS TO HIS NAME TAG. SHE LOOKS. THEN BACK UP AT HIM. MAX Your name is Bryce Lee? (OFF HIS NOD) I can’t decide if that’s racism or plagiarism. SHE LIFTS TINFOIL OFF OF HER TRAY REVEALING BEAUTIFUL, COLORFUL, HOMEMADE CUPCAKES. SHE PICKS ONE UP AND WALKS OUT FROM BEHIND THE COUNTER AND OVER TO THE CASHIER, EARL (70’S, BLACK, WISE, COOL) LISTENING TO MUSIC THROUGH A SET OF SERIOUS HEADPHONES. HE TAKES THEM OFF AS MAX APPROACHES. MAX (CONT'D) Here you go, Earl. I know your birthday’s coming up, so I made you your favorite. Red velvet. EARL Child, your cupcakes are the only reason I'm still alive, I swear. MAX How old are you going to be? EARL Seventy-five. MAX Man. If you were three years younger.

HE SMILES. SHE LOOKS AROUND THE DINER. HE PUTS MAX (CONT'D) Where’s Paulina? New boss let her go. MAX Lee fired her -- Why? EARL She got busted turning tricks in the back. Turns out Chesty Kournikova was Vladamir Putin it out to anyone who had a pocket full of rubles. (OFF HER BLANK LOOK) She was a Russian Hooker. THE HEADPHONES BACK ON -- SHE TURNS; WALKS TO LEE. MAX You fired Paulina? LEE She was prostitute. MAX a great waitress. LEE She would have sex in booth with strangers. MAX You're really judgmental, you know that? (THEN) Did she leave me a note or anything?

LEE No. But she tried to touch my camel toe. MAX She even say goodbye? After twenty-three years of people leaving you think I’d be used to it. THE FRONT DOOR OPENS; THREE HIPSTERS (20’'S) ENTER; MAX LOOKS. MAX (CONT’D) Great. Now I have to work the entire night shift alone. LEE No worry. I hire new waitress. And she blonde. CAROLINE, (22, PRETTY, BOOK SMART, TOUGH ON THE INSIDE) WALKS OUT FROM THE KITCHEN WEARING THE SAME WAITRESS UNIFORM AS MAX. BUT WHERE MAX'S LOOKS TIGHT AND CUTE, CAROLINE’'S IS ILL- FITTING AND BAGGY - ESPECIALLY AROUND THE CHEST AREA WHICH HANGS LOW WITH A “PAULINA” NAME TAG. CAROLINE SMILES IN A DESPERATE ATTEMPT TO HIDE HER OBVIOQUS INTERNAL MELTDOWN. CAROLINE Um... Not to complain but the last waitress was a little bigger than me. SHE PULLS OUT THE FABRIC ON THE CHEST AREA. CAROLINE (CONT'D) Especially -- here in the chest ... SHE LOOKS DOWN INTC THE TOP OF THE UNIFORM. CAROLINE (CONT’D} Oh my God, I think I'm getting a rash or something. (MORE )

CAROLINE There’s a redness - (LOOKS BACK UP AT THEM) Could be this fabric --my skin it doesn’t agree with polyester. (LOCKS DOWN INTO THE UNIFORM AGAIN)} Or it could be hives. I get hives when I am humiliated in public. (BACK UP AT THEM) Yes. It's hives. And this mustard color really just does not work with my skin tone. Neither do the mustard stains. Blondes have a hard time with yellow. Have you ever seen Taylor Swift in yellow? (MAKES AN “ICK” FACE; THEN NOTICES SOMETHING CAKED ONTO THE TOP) What is that? Oh God - it’'s food. Clam chowder? (SNIFFS IT) Oh god. So gross. That'’s okay. I got it. I'll just scrape it off. SHE STARTS TO SCRAPE IT OFF. AND GAGS. SCRAPES AND GAGS. SCRAPES. GAGS. MAX TURNS TO LEE. MAX No. MAX BENDS DOWN PICKS UP A BUS PAN OF DIRTY DISHES AND EXITS THROUGH THE SWINGING DOOR INTO THE KITCHEN. LEE FOLLOWS. INT. DINER KITCHEN - CONTINUQUS MAX AND LEE ENTER THE KITCHEN. SHE PLACES BUS PAN DOWN.

10. LEE Why no? Blonde good for business and she worked in all good restaurants in Manhattan. MAX You are not hiring someone who refers to the color yellow as “mustard.” No way, Rice. LEE It’s Bryce. MAX You don’t pronounce your R’s, I don’t pronounce my B’s. LEE You show her strings. MAX Ropes. And no. That would require me to be patient and listen and that’s just not my thing. MAX TURNS AND LEAVES. LEE FOLLOWS AFTER HER. EXT. DINER - CONTINUOUS THEY ENTER FROM THE KITCHEN AND FIND CAROLINE, WITH HER UNIFORM FLIPPED AROUND SO THE BAGGY PART IS IN THE BACK. CAROLINE (PROUD) I flipped it. Better xright? HIPSTER #3 Excuse me, can we get some service?

S CAROLINE (SMILES; TO THE HIPSTERS) Oh, yeah. CARQLINE TAKE A STEP TOWARD THE HIPSTERS AT THE COUNTER. MAX REACHES OUT AND TAKES HOLD OFF THE EXCESS FABRIC ON THE BACK OF CAROLINE'S UNIFORM AND SLOWLY PULLS HER BACK. CAROLINE (CONT’D) What are you doing? MAX What are you doing? You can’t smile at the customers. If you run around here smiling all the time, it makes me seem like more of a bitch. Keep the bar low. CAROCLINE Okay. Got it. No smiling. What else? MAX Stop talking. THERE’S A BEAT OF SILENCE. MAX TAKES IT IN. MAX (CONT'D) That is so much better. MAX TAKES A DEEP BREATH, THEN LOOKS HER OVER. MAX (CONT'D) I‘ve decided to train you because if I‘m talking you can’‘t. I'm only going to tell you this stuff once, so good luck. CAROLINE Thanks. I'm Caroline by the way.

12. MAX Congratulations on that. CAROLINE And you are... ? CAROLINE LOOKS AT MAX’'S NAME TAG. MAX COVERS IT. MAX Don‘t get attached. (THEN) So, this is the Williamsburg Diner, owned by Han Lee, who just changed his name to Bryce Lee because he wants people to take him even less seriously. Eight months ago he bought it from the Russian mob. The clientele used to be all eastern block criminals and crack whores but he took it over and ruined it. MAX INDICATES THE KITCHEN. OLEG PEEKS HIS HEAD THROUGH. OLEG Hey sexy woman! You look so pretty today. You look so beautiful I forgot about how bad your personality is. MAX Thanks Oleg. (THEN) That’s Oleg. He will hit on you aggressively and relentlessly. He doesn’t realize he looks like that and I don’t have the heart to tell him.

13. MAX MOVES DOWN THE MAX (CONT’'D) The customers are mostly older people who eat here because it makes them nostalgic for the Great Depression. We also get a lot of hipsters who come here because they think it’s cool to come to a place that’s not cool. Case in point. SHE'S INDICATES THE THREE HIPSTERS AT THE COUNTER. SHE POINTS TO AN OLDER CUSTOMER(60) SITTING AT A TABLE. MAX (CONT'D) That’s Monty. He eats here every day. thinks you’re his daughter, just go with it., (POINTS TO EARL) That'’s Earl. He’s basically the only person I like. Don’t talk to him unless you want to feel whiter than you already are. Oh, and last thing: (INDICATES CAROLINE’S UNIFORM) That stain? Not chowder. Now go marry the ketchups. MAX POINTS. CAROLINE LOOKS AT A COLLECTION OF KETCHUP BOTITLES ON THE COUNTER, THEN LOOKS BACK AT MAX. CAROLINE Marry them. Done. CAROLINE WALKS OVER TO THE KETCHUPS AND LOOKS DOWN AT THEM. AFTER A BEAT, SHE MOVES ONE OF THE KETCHUPS. MAX WATCHES. FADE TO:

14. INT. WILLIAMSBURG DINER - FIVE MINUTES LATER MAX IS STILL WATCHING CAROLINE, WHO HAS LINED UP THE KETCHUP BOTTLES IN A ROW. CAROLINE VERY CONFIDENTLY PICKS UP TWO BOTTLES AND TAPS THEM TOGETHER; PUTS THEM DOWN. SHE SLIDES TWO MORE BOTTLES TOGETHER. TAPS THEM. PICKS UP THE REMATINING BOTTLE AND TAPS IT ON TOP OF THE OTHER BOTTLES. SHE OVER HER SHOULDER AND SEES MAX WATCHING HER. MAX Okay...now divorce the ketchups. CAROLINE SLIDES THE KETCHUP BOTTLES AWAY FROM EACH OTHER. MAX (CONT’D) Just stop. There’s no such thing as divorcing the ketchups. You’ve never waitress‘’d a day in your life. CAROLINE (SMILES) Yes I have. MAX You expect me to believe you after watching that whole Temple Grandin routine? CAROLINE'S SMILE SLOWLY DISSOLVES INTO AN ODD FROWN. SHE TURNS AWAY, WALKS TO THE CORNER, FACE AGAINST THE WALL AND CRIES QUIETLY. MAX WATCHES HER. MAX (CONT'D) You know I can see you, right? CAROLINE NODS WITHOUT TURNING AROUND AND CONTINUES CRYING. MAX (CONT'D) If you want to cry, please do it in the bathroom.

15. CAROLINE If I knew where the bathroom was I‘d be in it! MAX This is lame. Major lame. CAROLINE I concur! I’m just having a really bad week. We lost all our money, my trust fund was taken for legal fees, my dad’s in jail-- MAX (SARCASTIC) What are you, Martin Channing’s daughter? BEAT. CAROLINE TURNS AROUND AND LOOKS AT MAX. GUILTY. MAX (CONT’D) You are CAROLINE Yes I am! MAX GRABS THE Ni POST FROM THE COUNTER; EXCITED. SHE POINTS TO A HANDSOME PREPPY MAN (50) ON THE FRONT PAGE. MAX This is your father? Martin Channing!? ripped off all those rich people? And poor people? And charities? And the zoo? CAROLINE He told us we were having a good year!

SN 16. CAROLINE CRIES HARDER. MAX CAN’'T HELP BUT BE STARSTRUCK. MAX Wait! Preppie. Ponzi. Martin. Channing. Is. Your. Father?! CAROLINE (SOBBING, NODDING) Why. Are. You. Smiling?! MAX Wow. My dad at least had the decency to only ruin my life. LEE COMES OUT OF THE KITCHEN, CAROLINE IMMEDIATELY STOPS CRYING AND TURNS DRY EYED AND PROFESSIONAL. LEE How'’s everything go? CAROCLINE Fantastic. Great synergy here. We’ll touch base later about how it’s going and I’11l loop you in. LEE SMILES AND GOES BACK IN THE KITCHEN. MAX IS IMPRESSED. MAX What just happened? You flipped a switch and became like a completely different person. CAROLINE It’s bad form for women to cry in the workplace. (MORE )

CAROLINE (CONT'D) I learned that at Wharton business school right before I got kicked out because my father also stole from the...( STARTS CRYING AGAIN) School... MAX And flip it back. CAROLINE Sorry. MAX So, you’re freaking Caroline Channing. You’re like a billionaire. CAROLINE Was. Was a billionaire. It’s all gone. All I have is my purse, my Clairsonic skin buffer, afid these Christian Louboutins that with this uniform might as well be Kenneth Cole. MAX So, do you know the president? CARCLINE met him. MAX He’s hot. CAROLINE He’s the president. MAX Have you ever been to Switzerland? 17.

18. CAROLINE Yes. MAX Do you have a horse? CAROLINE Yes. MAX Do you know Paris Hilton? CAROLINE No, she’s a hundred. MAX Why is Victoria Beckham so thin? Does she have a tape worm? CAROLINE Totally. I knew it! THE DOOR OPENS. A SWEET UKRAINIAN COUPLE, OSCAR AND CAMILLA (60S) ENTER - THEY WAVE TO MAX. MAX (CONT’D) (CALLING) Hey... Oscar, your booth is open. OSCAR Thank you, Max. CAROLINE Max? Your name's Max?

19. MAX And now I have to kill you. Looks like, your family's going to be on the front page of the Post twice this week. MAX QUICKLY STARTS POURING WATER INTO GLASSES. CAROLINE Let me do that. Give me a chance. Please. I'm a really fast learner. I was poised to take over my father’s business. I got 1560 on my SAT’'s. No tutors. BEAT. MAX Okay. Bring them the waters. CAROLINE PICKS UP THE WATERS AND WALKS OVER TO THE BOOTH. SHE SETS THE WATERS DOWN ON THE TABLE VERY CAREFULLY. SHE TURNS AROUND AND LOOKS BACK AT MAX FOR APPROVAL. MAX (CONT'D) Genius. INT. WILLIAMSBURG DINER - THAT NIGHT - 2:30 AM THE DINER IS CLOSED. CAROLINE AND MAX SIT AT A TABLE. CAROLINE HAS CHANGED INTO HER DESIGNER CLOTHES; HER UNIFORM LAYS ON TOP OF HER PURSE. CAROLINE HAS A CUPCAKE ON A PLATE IN FRONT OF HER AND MAX EATS FRENCH FRIES AS SHE EXPERTLY COUNTS THE TIPS. CAROLINE You’re really good at that. MAX Ignoring you?

CAROLINE No, I mean with the money. MAX I've been doing this since I was fourteen. CAROLINE You’ve been working that long? MAX I‘'ve done it all: waitressing jobs, cleaning jobs, temp jobs, hand Jjobs... CAROLINE Are you kidding? MAX Of course I am. I've never gotten paid for that. CAROLINE I was an intern at Teen Vogue. MAX I bet that was hard. CAROLINE Well, there were MAX I was kidding. When in doubt, I’'m always mocking you. CAROLINE Okay. Well, that will be fun for everyone. But. Me. 20.

21. CAROLINE PEELS THE WRAPPER OFF THE CUPCAKE AND TAKES A BITE. CAROLINE (CONT’'D) Ohmygod! This is amazing...and priced way too low. & dollar fifty? In Manhattan they would go for seven. Easy. Whoever makes these is losing a fortune. MAX Even when something’s in your mouth you’re talking. Give me your tips. CAROLINE REACHES INTO HER UNIFORM POCKET AND TAKES OUT TWO DOLLARS AND A DIME. SHE HANDS IT TO MAX WHO PUTS ONE DOLLAR ON TOP OF BOTH PILES AND SLIDES ONE TO CAROLINE. CAROLINE What are you doing? This is like a hundred bucks. I only made two dollars and ten cents. I can’t take this. MAX We split the tips. That’s how we do it here. CAROLINE TAKES THE MONEY AND LOOKS AT IT WITH AWE. CAROLINE This is the first money I‘'ve ever méde. (THEN) Tips wise; is this a good night or a bad night? MAX Great for you. Horrible for me.

22. CAROLINE A hundred dollars. I‘'m gonna be okay. MAX Can you please keep the “aha” moment to yourself? LEE COMES OUT FROM THE KITCHEN CARRYING A WHITE PLASTIC CHRISTMAS TREE LOADED WITH LIGHTS AND ORNAMENTS. EXTENSION CORDS TRAIL BEHIND. HE PUTS IT ON THE COUNTER AND SMILES. MAX (CONT'D) Rice. Come on. What are you doing? LEE Christmas tree. Americans like holidays. MAX It’s September. CAROLINE I think it’s pretty. MAX (TO CAROLINE) encourage this. (THEN TO LEE) You give me no choice. Holiday pop quiz: February. LEE (QUICKLY) Valentines. MAX April? LEE Easters bunny.

23. October? LEE THINKS. NOTHING. BEHIND MAX CAROLINE TRIES TO HELP HIM BY MOUTHING “HALLOWEEN” AND MAKES “BOO” MOTIONS LIKE SHE’S SCARING SOMEONE. MAX LOOKS OVER AND BUSTS CAROLINE MID-BOO. LEE Oh. Halloweens! MAX (TO CAROLINE) If you help him how will he learn? LEE What is September? MAX September has nothing. BEAT. LEE LOOKS DISAPPOINTED. VERY DISAPPOINTED. MAX (CONT’D) Fine, you can have Halloween early. Three pumpkins and that’s it. LEE Oh, okay. LEE, DELIGHTED, PICKS UP THE TREE AND WALKS AWAY. MAX GETS UP AND PUTS ON HER COAT. CAROLINE FOLLOWS, PUTTING ON A FANCY, EXPENSIVE LEATHER JACKET. MAX You can’'t wear that jacket outside in this neighborhood. Turn it inside out. CAROLINE TURNS IT INSIDE OUT AND PUTS IT ON, REVEALING A LINING PRINTED WITH GIANT LOUIS VUITTON LOGOS. MAX (CONT'D) Turn it back.

MAX (CONT’D) Be nice to Earl. Your grandparents probably owned his grandparents. (THEN) Night Earl. CAROLINE Bye Earl! EXT. WILLIAMSBURG DINER - CONTINUQUS MAX AND CAROLINE EXIT. MAX PULLS HER SWEATSHIRT HOODIE UP. MAX So, how did you wind up here anyway? CAROLINE I went on on Monster.Com. I typed in “place where nobody from the upper east side would ever go. Ever.” And this diner came up. MAX Where do you live? CAROLINE Our townhouse was taken and bolted up by the bank, so. MAX Is this where supposed to feel sorry for you? CAROLINE I mean, I don’‘t want you to, but just so you know, a well adjusted person would. 24. THEY WALK BY EARL ON THE WAY OUT. MAX LEANS INTO CAROLINE.

25. MAX I'm dead inside. CAROLINE Believe it or not, you make that pretty obvious. (THEN) Anyway, I'm staying in the city with a friend. THEY LINGER FOR A MOMENT AS IF IT WERE THE END OF A DATE. MAX Well, I live a couple blocks away. I’'d walk you to the subway, it’s just that I don’t want to. CAROLINE Got it. THEY GO THEIR SEPARATE WAYS. INT. MAX’S APARTMENT -~ A TITTLE LATER LOUD ROCK MUSIC PULSES THROUGH MAX'S FIRST FLOOR BROWNSTONE APARTMENT. BOYFRIEND, ROBBIE (28, VERY HOT, SEXY, CHARISMATIC) SITS IN A BEAT-UP LEATHER CHAIR. THREE GUYS (NOT SEXY, HOT, OR CHARISMATIC) AND A GIRL, NIKKI (24, HOT) SIT ON A WORN-OUT COUCH -- THEIR HEADS ALL BOBBING TO THE MUSIC. MAX ENTERS. MAX Robbie? Hey -- can we turn the music down? I just got yelled at again by 1B. ROBBIE Shh. We’'re trying to practice, babe.

MAX Oh. But you're not playing any instruments. HE REACHES OVER, TURNS THE MUSIC DOWN AND LOOCKS AT HER. ROBBIE Babe. This is our practice. We’re listening to other good music and playing it in our head. NIKKI It’s like “The Secret”. ROBBIE And it’s working. You know how we’ve been trying to come up with the title track for the album? MAX Yeah. You came up with one? ROBBIE No. But we narrowed down the album photo to three possible versions of my face. Look one... HE POSES WITH A SERIOUS FACE. ROBBIE (CONT'D) Look two. HE TILTS HIS HEAD BACK AND LOOKS FAR OFF, HAUNTED. ROBEIE (CONT’D) Look three. HE GIVES MAX A WICKED, SEXY FACE. THE BAND “HI-FIVES”. 26.

27. BAND MEMBERS Yeah that’s the one!/Number three, dude!/It’s all about three! MAX It’'s sexy. NIKKI So sexy. ROBBIE REACHES OVER AND TURNS THE MUSIC BACK UP. MAX Could we start wrapping it up, almost three and I have to make the cupcakes before bed-- ROBBIE REACHES OVER AND TURNS THE MUSIC BACK DOWN. ROBBIE Woah, babe. Really not cool to be on my ass. BAND MEMBERS Not cool./Way hostile./On his ass. NIKKI It’s not sexy. MAX I wasn't really going for sexy. I was going for more of you guys not being here. SHE TURNS AND WALKS INTO THE KITCHEN. SHE OPENS THE FRIDGE. MAX (CONT'D) Where are all the eggs?

28. ROBBIE We had an egg fight. NIKKI It was hilarious! ROBBIE It was pretty hilarious. MAX NOTICES BROKEN EGGSHELLS ON THE FLOOR, BUMMED. MAX I needed those. ROBBIE There’s still two left. SUDDENLY TWO EGGS FLY FROM THE LIVING ROOM AND HIT THE WALL BEHIND MAX. THE GUYS ON THE COUCH CRACK UP LAUGHING. NIKKI That was hilarious. ROBBIE (TO MAX) was pretty hilarious, babe. MAX It was hilarious. (TO THE BAND) Get out. THE GUYS LOOK OVER AT ROBBIE FOR A REACTION. ROBBIE done anyway. Leave your stuff. Same time tomorrow, guys. AS THE GUYS START TO LEAVE, NIKKI PICKS UP HER GIANT RED PURSE, COVERED IN TASSELS, AND WALKS OVER TO MAX WHO IS CLEANING A MESS OF BROKEN EGGS OFF THE KITCHEN COUNTER.

29. NIKKI Hey, could I borrow ten bucks? (WHISPERS) It’s that time of the month. Rent? NIKKI No. I need to buy some.tampons. MAX I know. I was just making a joke. NIKKI That’s hilarious. So, do you have ten bucks? MAX GIVES NIKKI TEN DOLLARS FROM HER TIPS. NIKKI (CONT’D) Thanks so much. NIRKKI AND THE BAND LEAVE. ROBBIE PUTS HIS ARMS AROUND MAX'S WAIST AND KISSES HER NECK. SHE KEEPS CLEANING. ROBBIE You can do that in the morning. Come to bed. MAX I can't. I have to be in the city by ten, so I have to go to 7-11 now and get more eggs -- ROBBIE They can go one day without your cupcakes-

30. MAX It’s not just about that. You know I love making them. ROBBIE You know what I love? SHE LOOKS OVER AT HIM; EXPECTANTLY. ROBBIE (CONT'D) Me. And you. In bed. SHE RESISTS. HE GIVES HER THE “THREE FACE”. MAX Oh, going to give me the three face? You’'re throwing a three at me? (LOOKS AT HER WATCH) A three at three? ROBBIE Come to bed. (HE KISSES HER DEEPLY THEN LOOKS INTO HER EYES) Then go to 7- 11. HE TAKES HER ARM AND PULLS HER TOWARD THE BEDROOM WITH HIM. INT. SUBWAY — THE NEXT DAY - MORNING MAX GETS ON THE CROWDED SUBWAY CAR. SHE SQUISHES IN WITH THE COMMUTERS. THE DOORS CLOSE AND THE SUBWAY LURCHES FORWARD CAUSING MAX'S FACE TO SMASH UP AGAINST ANOTHER WOMAN'S FACE, THEIR MOUTHS TOUCH FOR A SECOND, THEN THEY SEPARATE. MAX Well, now I can cross that off my bucket list. THE WOMAN MOVES AWAY, REVEALING A SLEEPING CAROLINE CURLED UP IN A CORNER SEAT. MAX WALKS OVER AND GENTLY TOUCHES HER. MAX Hey.

31. CAROLINE BOLTS UP, PANICKED; AND WHIPS OUT A SMALL TASER GUN FROM UNDER HER JACKET. CAROLINE I have a taser! SHE “TASERS” MAX WITHOUT SEEING HER. MAX FALLS TO THE GROUND, RIGID. NOBODY ON THE SUBWAY EVEN REACTS. MAX Bagaaaah! CAROLINE SEES THAT IT'S MAX AND JUMPS UP -- IN A PANIC. CAROLINE Oh my God! CAROLINE LOOKS AROUND THE SUBWAY CAR FOR HELP. NOTHING. END OF ACT ONE

32. ACT TWO INT. SUBWAY - SAME AS BEFORE MAX, STILL ON THE SUBWAY FLOOR, LIFTS UP HER HEAD AND LOOKS AROUND; CONFUSED. CAROLINE STANDS OVER HER; STUNNED. CAROLINE Are you all right? SHE BENDS OVER AND HELPS A SHAKY MAX BACK ON HER FEET. MAX What the hell were you doing?! CAROLINE I didn’t know it was you! I thought I was being raped. MAX That’s not what rape feels like. (THEN, TO EVERYONE ON THE SUBWAY) I'm good. Thanks for the help. CAROLINE I'm so sorry. I didn’t think it would hurt so much. It’s pink. SHOWS HER THE TASER GUN: IT’S PINK. MAX feel pink. (THEN) Have you-been sleeping on the subway? CAROLINE No. I guess I fell asleep on the way to my friend’s last night. Weird. MAX Don’'t lie to me, Wall Street.

CAROLINE Okay. Yes. I’'ve been sleeping on the subway for a couple days. I'm too scared to sleep outside at night. MAX God, spoiled. MTA ANNOUNCER (V.O.) Next stop -- Greenpoint! MAX Come on -- getting off. You can stay at my place until our shift. CAROLINE Really?. That is so sweet. CAROLINE STARTS TO TEAR UP - GETTING EMOTIONAIL AGAIN. MAX And flip it! CAROLINE NODS AS THE DOORS OPEN AND THE GIRLS HURRY OFF. INT. MAX’S APARTMENT - TWENTY MINUTES LATER THE FRONT DOOR OPENS. THE GIRLS ENTER. CAROLINE TAKES IN MAX'S LOW RENT APARTMENT. CAROLINE Oh my God! You got robbed! MAX What are you talking about? CAROLINE All your good stuff is gone! MAX This is what it always looks like. 33.

CAROLINE Oh my God it’s so cute! Totally cute. MAX POINTS TO THE SOFA. MAX You can sleep here. CAROLINE LOOKS DOWN AT THE TORN-UP SOFA, HESITANT. MAX (CONT'D) Oh, I'm sorry. Is this not good enough for you? Not filled with enough strangers on their way to work? Not moving fast enough for you? Would it make you feel more comfortable if I made announcements every ten minutes? CAROLINE SMILES. MAX LOOKS AT HER WATCH, PANICKED. MAX (CONT'D) I'm late for the city -- so pay attention. 34. MAX QUICKLY TROTS THROUGH THE APARTMENT, POINTING. CAROLINE FOLLOWS BEHIND HER, JOGGING AS WELL. MAX (CONT’D) Kitchen. Fridge. Ikea. Ikea. Bathroom. Bedroom. Boyfriend. Sleeps till four so be quiet. Yard. CAROLINE SEES A DOOR PAST THE BEDROOMS. CAROLINE You have a yard?! MAX Shhhh!

CAROLINE Sorry. Can I see the yard? THEY RUSH OUT TO THE YARD. EXT. YARD -~ THAT MOMENT 35. CAROLINE TAKES IN THE YARD. MAX JOGS IN PLACE BEHIND HER. MAX Dirt, sky, clouds, come on! MAX GRABS HER AND PULLS HER BACK INSIDE. INT, MAX'S APARTMENT - CONTINUQUS MAX TROTS BACK INSIDE -- CAROLINE TROTS BEHIND HER. CAROLINE Why are we rxunning?- MAX I'm late for my other job in the city. BLOND You have two jobs? MAX Yes, I have two jobs. I'm also a baby sitter. For someone else besides you. be back here by seven and we can head to the diner together. If you need to cry, please do it quietly. MAX PUSHES CAROLINE DOWN ONTO THE SOFA. MAX (CONT’D) Sleep! CAROLINE It smells like eggs.

36. MAX Yup! MAX IS GONE. CAROLINE LOOKS AT THE COUCH. SHE REACHES DOWN AND GINGERLY PICKS UP AN EGG SHELL. SHE GAGS. INT. LUXE LOFT TRIBECA - LATER MAX RUSHES IN. STANDING WAITING FOR HER IS PEACH LANDIS (27, SELF-ABSORBED, BRATTY SOCIALITE MOM, ENORMOUS WEDDING RING) PEACH You're late. I was supposed to be at the office five minutes ago. PEACH PICKS UP HER PURSE AND WALKS SEVEN STEPS TO HER “QFFICE,” A DESK ACROSS THE LOFT AND SETS HER PURSE DOWN. MAX I'm sorry. You know I'm never late. I was on the subway and- PEACH PUTS HER HAND UP TOWARD MAX AND MAKES A GESTURE AS IF SHE’S TURNING A KNOB DOWN. MAX (CONT’D) Volume down? Or off? PEACH Ooff. I I'm on a cleanse. PEACH PICKS UP HER IPHONE AND SCROLLS HER TWITTER FEED. PEACH (CONT'D) And there’s a bridge and tunnel smell over by the babies that’s stressing me out. MAX WALKS OVER TO WHERE TWO TWIN BABIES ARE LAYING IN TWO ORNATE BASSINETS. SHE TAKES IN THE SMELL. MAX Their diapers need to be changed.

37. PEACH Again? I swear the morning nanny Jjust did that. Motherhood is for reals. MAX LEANS OVER THE BABIES AND SMILES. MAX Hi Brad, hi Angelina. AS MAX EXPERTLY SETS UP THE CHANGING TABLE, PEACH MAKES A CALL ON SPEAKER PHONE. PEACH (into phone) Peach Landis for Ashley Mortimer. FEMALE VOICE (0.C.) Hold please. PEACH (OUTRAGED; TO HERSELF) Hold? PEACH. BANGS ON HER DESK UNTIL MAX, HOLDING A BABY, LOOKS. PEACH (CONT’D) Put it down. I need you. MAX PUTS THE BABY DOWN AND RUSHES OVER. PEACH HANDS THE PHONE TO HER. PEACH (CONT'D) When she gets on, tell her to hold. ASHLEY (0.C.) Hey, Peach! MAX (INTO PHONE) One second for Peach. Hold please. PEACH SMILES, DELIGHTED. SHE TAKES THE PHONE BACK AND SIGNALS THAT MAX CAN RETURN TO THE BABIES. PEACH WAITS A BEAT; THEN:

38. PEACH (INTO PHONE) Hiiiii! Ohmagod! Things have been crazy biz. I just changed Brangelina. Fyi they have to be changed a lot. It’s like forevs. (THEN) Oop. It’'s Bryan on the other line. I have to get this. One sec. SHE CLICKS OVER. WE HEAR HER HUSBAND, BRYAN (38, WEALTHY). PEACH (CONT'D} BRYAN (0.C.) Hey, don’t forget it’s mother’s birthday tonight. She wants to go to Shun Lee. PEACH That place is over. Nobody goes there anymore. BRYAN (0.C.) My mother’s been going there for thirty years. Did you get her a gift? PEACH of course I did. BRYAN (0.C.) What is it? PEACH TAPS THE DESK AGAIN. MAX LOOKS. PEACH GESTURES WAVING HER ARMS WILDLY AND POINTING. MAX WATCHES AND TRIES GUESSES WHAT PEACH IS TRYING TO TELL HER.

39. MAX Random pointing? Richard Simmons? Oh? (PEACH POINTS TO THE BOOK CASE) Over there? Books you’ve never read? No. That was not the right answer. (PEACH GESTURES SPECIFICALLY TO A VASE) That? Oh. (PRONQOUNCED THE ELEGANT “V-0Z” WAY) The vase? PEACH STOPS -- LOOKS AT MAX, CONFUSED. MAX (CONT’D) {PRONOUNCED “VACE") The vase? (OFF HER NOD) Re-gifting the vase. Got it. PEACH (INTO PHONE) I got her a vase, Bryan. BRYAN (0.C.) Good. She’ll love that. PEACH Bye. I have to go. I have Ashley on the other line. SHE CLICKS OVER TO THE OTHER CALL. PEACH (CONT'D) Ash? Sorry. So swamped today. ASHLEY (0.C.) Are you going to the Dior launch party tomorrow or do you need to be with the babies?

40. PEACH course I'm going. Those babies may have ruined my vagina but they’re not going to ruin my social life. ASHLEY (V.0.) You should tweet that! PEACH I should! With a photo of one of the babies so it’s funny. Max, bring me one of the babies. MAX BRINGS OVER ONE OF THE BABIES. PEACH LOOKS AT IT. PEACH (CONT'D) No, the other one. That’s not the good one. INT. MAX'S APARTMENT - THAT AFTERNOON CAROLINE IS STANDING AT THE XITCHEN SINK ATTEMPTING TO WASH HER WAITRESS UNIFORM. SHE SQUIRTS PALMOLIVE INTO THE RUNNING WATER AND PATS THE UNIFORM WITH HER HANDS. ROBBIE WALKS OUT OF HIS BEDROOM, PULLING UP HIS JEANS. ROBBIE Hello? CAROLINE Oh. Hi! I'm so sorry if I woke you up. ROBBIE Uh-huh. Who are you? CAROLINE I'm Max’s friend. Well, we work together. (MORE)

41. CAROLINE (CONT'D) I have a feeling if I said she was my friend she’d stab me or something. ROBBIE What are you doing? CAROLINE I'm washing my uniform. Isn’t yellow the worst? THE BUBBLES IN THE SINK ARE NOW AGGRESSIVELY RISING. ROBBIE It looks like you’re having some trouble there. CAROLINE No, no. This is exactly what I was going for. SHE TURNS OFF THE WATER AND TRIES SMOOTHING THE SUDS AWAY. ROBBIE Let me help you. ROBBIE WALKS OVER AND STARTS CLEARING THE BUBBLES AWAY. AT THE SAME TIME HE LEANS HIS BODY CLOSE UP AGAINST HER BACK. CAROLINE Oh! Sorry. I think I'm in your way. ROBBIE cool. HE REPOSITIONS HIMSELF TO LEAN AGAINST HER AGAIN. CAROLINE What are you doing?!

42. ROBBIE Nothing. Calm down. CAROLINE Seriously? (SHE STEP AWAY FROM HIM) Dry-humping a stranger and bubbles? This is so Spring Break 04. ROBBIE GIVES CAROLINE THE “THREE” FACE. BEAT. CAROLINE Oh. I get it. You think you can just pull a sexy face with me? Nooo. You're trying to manipulate the wrong person. I am a master of manipulation, okay? Everyone at Dalton thinks I'm HE DOES THE FACE AGAIN. SHE GETS A LITTLE SUCKED IN. CAROLINE Oh, good. CAROLINE RUSHES TO THE COUCH AND GATHERS HER STUFF. CAROLINE (CONT’D) You know what? You don’'t deserve Max. She’s a good person. She may be a little scary, but she has a big heart... under that black tar coating. You suck. CAROLINE TURNS AND WALKS OUT. AFTER A BEAT, THE DOOR OPENS AND SHE COMES BACK IN, BLOCKING HER EYES WITH HER HAND AS TO NOT MAKE EYE CONTACT WITH HIM. SHE QUICKLY GRABS HER WET AND BUBBLE-COVERED UNIFORM FROM THE SINK AND LEAVES.

—. INT. WILLIAMSBURG DINER - LATER CAROLINE IS BEHIND THE COUNTER WEARING HER DAMP AND NOW 43. INCREDIBLY WRINKLED UNIFORM. OLEG RINGS A BELL AS HE PUTS TWO PLATES OF FOOD IN THE PICK UP WINDOW. OLEG Hot food for hot lady. I like blonde. I want to see if the carpet matches the curtains. Then I want to get on carpet. CAROLINE First of all, inappropriate. Second, which of these is borscht? And third, what is borscht? OLEG Beet soup. CAROLINE (BLUE BLOOD ATTITUDE) For what? CAROLINE PICKS UP THE FOOD AS MAX WALKS IN WITH A TIN FOIL COVERED CUPCAKE TRAY. MAX LOOKS AT CAROLINE’S UNIFORM. MAX What’s going on with your uniform? CARCLINE I know. It’s like when Donna Karan tried to do that crushed velvet thing and was not successful. CAROLINE CARRIES THE FOOD TO A TABLE. MAX WALKS OVER TO THE COUNTER. LEE SMILES AND POINTS TO THREE CANTALOUPES. MAX What are those?

44. LEE Three pumpkin. Boo! MAX Oh, you scared me there. LEE WALKS AWAY, PROUD. CAROLINE COMES BACK OVER WITH A PAD. MAX Why didn’t you wait for me? We wexe going to come over together. CAROLINE I wanted to get here early to marry the ketchups. (THEN, DELICATE) Also, it’s none of my business, but you deserve better than that guy you’re with. MAX (BEAT; THEN) Yeah, that is none of your business. CAROLINE I know --but, I just don’t think he deserves you is all. MAX GOES COLD. MAX Let me just get this straight. I cover up your lies, I teach you how to be a waitress, I let you stay in my place, and now I‘m the mess?

45. CAROLINE I'm sorry I just- MAX If you know everything about everything why don't you figure all this out yourself? MAX TAKES HER APRON OFF AND STARTS OUT. AS SHE GOES, THE DOOR TO THE DINER OPENS AND A GROUP OF 20 HIPSTERS WALK IN. MAX (CONT’D) The Arcade Fire concert just let out across the street! Good luck! MAX LEAVES AS MORE AND MORE HIPSTERS FILE IN. CAROLINE, FLUSTERED, HURRIES OVER TO EARL; PANICKED. CAROLINE She’s coming back, right? She wouldn’t leave me alone with a restaurant full of people?! EARL Let me put it this way: you might as well be a cheerleader waking up drunk in the locker room after a homecoming game at Duke University. (THEN, OFF HER CONFUSED LOOK) You got screwed. END OF ACT TWO

46. INT. MAX’S APARTMENT - A LITTLE LATER MAX ENTERS AND IMMEDIATELY NOTICES NIKKI'S RED PURSE WITH FRINGE. THEN WE HEAR SEX SOUNDS COMING FROM THE BEDROOM. MAX DOESN'T SEEM SURPRISED. RATHER, ODDLY RELIEVED. SHE CALMLY WALKS TO THE REFRIGERATOR, OPENS IT, AND TAKES OUT ONE EGG. THEN ANOTHER. SHE WALKS TO THE OPEN BEDROOM DOORWAY AND UNDERHAND “GIRL TOSSES” ONE EGG INTO THE BEDROOM. ROBBIE (0.S.) What the - MAX Hi, honey. I'm home. SHE “GIRL TOSSES” THE SECOND EGG IN. NIKKI (0.S.) Ouch! MAX CALMLY WALKS TO THE COUCH, OPENS PURSE AND TAKES OUT THE TEN BUCKS SHE LOANED HER. ROBBIE ENTERS HOLDING A SHEET WRAPPED LOW AROUND HIM. ROBBIE Dude, you got egg all over me. That’s 50 wrong. MAX I know. I really needed those eggs. ROBBIE It’s not what it looks like. MAX Oh, really? Because it looks like been paying the rent for six months and you’ve been having sex behind my back with that coke bag.

s ROBBIE What are you talking about? She'’s clean now. MAX Well, not only does she have bad taste in purses, but she also has bad taste in men. Which I know a little something about. I want you gone by the time I come home. (HANDING HIM THE TEN DOLLARS) Here’s ten bucks for a cab. And from nofi on, don’'t come within five dollars of me. ROBBIE Babe, I'm sorry. I can explain. MAX People say I than you. ROBBIE Who? That blonde girl? She know what she’s talking about. MAX She went to Wharton. And Switzerland. MAX (CONT’D) Sorry I got egg in your hair. NIKKI Oh. That’s not egg. 47. NIKKI WALKS OUT OF THE BEDROOM. HER HAIR IS CAKED WITH GOO.

48. Copy that. MAX TURNS AND WALKS OUT OF THE APARTMENT INT. WILLIAMSBURG DINER - LATER MAX ENTERS THE DINER. CAROLINE IS EXPERTLY BALANCING FOUR PLATES OF FOOD. SHE SPOTS MAX ON HER WAY TO A TABLE. CAROLINE Oh, good! You're back! MAX, STUNNED, LOOKS OVER AT EARL IN THE CASHIER BOOTH. EARL Get Ripley’s on the phone. Believe it or not —-- Drew Barrymore over there is pulling this off. CAROLINE SETS THE PLATES DOWN ON SOME TABLES; THEN, TURNS BACK TO FACE MAX; PROUD. CAROLINE See? I told you I can do this. AS CAROLINE HURRIES BACK TO THE COUNTER, THE CUSTOMERS AT THE TABLES LOOK AT EACH OTHER'S PLATES, THEN PICK THEM BACK UP AND SWITCH PLATES. MAX JOINS CAROLINE BEHIND THE COUNTER. OLEG Max! You’re here! I thought your tight ass might not be coming in tonight and my heart broke in half! MAX Oleg, you’'re making me want to get back with my cheating boyfriend. CAROLINE LOOKS AT MAX, SYMPATHETIC; UNDERSTANDING.

49. MAX (CONT’D) Okay, 0Old Yeller, enough with the eye contact. Give me some food orders. CAROLINE HANDS MAX SOME ORDER SLIPS. CAROLINE Table four wants a club sandwich with extra pickles. And that guy there wants the “Paulina Special”. What is that? MAX TURNS AND SEES AN ALMOST DROOLING SLOVENIAN MAN. MAX Well, the good news is that you wouldn’t have to wear that uniform. INT. WILLIAMSBURG DINER - 2:30 AM AFTER THEIR SHIFT, MAX COUNTS HER TIPS SITTING AT A TABLE WITH CAROLINE. . MAX Give me your tips. CAROLINE PULLS OUT A HUGE BALL OF CASH; SETS IT ON THE TABLE. MAX (CONT'D) Jesus. This must be like two hundred bucks. I really should lighten my hair. MAX SLIDES THE MONEY BACK TOWARDS CAROLINE. CAROLINE Wait. Aren‘t we gonna combine tips?

50. MAX No, you made all this while T was gone. CAROLINE SLIDES THE MONEY BACK TOWARD MAX. CAROLINE “We split the tips. That's how we do it.” MAX HIDES THE FACT THAT SHE’S TOUCHED. MAX How the hell did you make all this? You suck at waitressing. CAROLINE Remember what I said about those cupcakes? That they’re worth way more than a dollar fifty? Well, I've been selling them for six fifty and pocketing the difference. MAX That’s stealing. CAROLINE But not from the diner. I'm stealing from whoever makes these cupcakes. MAX I make those cupcakes. CAROLINE No you don’t. You don‘t use sprinkles.

SN MAX I use sprinkles. I just don’'t call them that. CAROLINE Really? Wow. Then -- half of this is yours. MAX No, all of this is mine. CAROLINE Oh. So, what’s the split? (HEARING HERSELF) Oh my God! I sound like my dad! I created a cupcake ponzi scheme! I have Ponzi DNA! I'm so ashamed! But seriously, what’s the split? (THEN; CATCHING HERSELF) Sorry! MAX It’s fine. I don’t care. But now definitely taking half. CAROLINE want to do anything with these cupcakes? I mean, you could make a fortune off them. In Manhattan you could sell them for at least seven bucks a pop. You could cater weddings, parties. Don’t you have any ambitions for them? 51.

52. MAX What do you mean? CAROLINE Like, dreams. Do you have a dream? MAX . I sleep two hours a day. I don’t have time to dream. (GETS UP) Rice, we’'re leaving. You gonna close? LEE (0.C.) No. I stay and decorate pumpkins. LEE COMES OUT HOLDING A STRING OF LIT CHRISTMAS LIGHTS. LEE That'’'s wrong. LEE THINKS REALLY HARD. LEE (CONT'D) I decorate the pumpkins. HE BEAMS AT HER PROUD. MAX LETS HIM HAVE IT. LEE SMILES AND STARTS DRAPING CHRISTMAS LIGHTS AROUND THE CANTALOUPES. EXT. WILLIAMSBURG DINER - CONTINUOQOUS MAX AND CAROLINE WALK OUT. LOOK AT EACH OTHER. MAX So, I have a spare room. I know it must be scary for you to ride on the subway, what with you being the only person on it with a weapon. CAROLINE Really?! MAX TURNS AND STARTS AWAY. CAROLINE FOLLOWS HER, ELATED.

53. INT. MAX’S APARTMENT- LATER THEY ENTER THE APARTMENT, MAX TAKES IN THE PLACE. MAX Hmmmm. I don’t smell underachievement. He’'s gone. CAROLINE What did you see in that gquy anyway? MAX I don’'t know. He was just so lost and needy and helpless. MAX THINKS; LOOKS AT CAROLINE. CAROLINE REALIZES -- CAROLINE Don‘t even. I'm nothing like that. I am in a crisis. MAX And plus he had this face... CAROLINE Oh. I saw the face. The face that launched a thousand STD’s. THEY SMILE AT EACH OTHER. MAX So, borrow whatever you need and tomorrow we can go into the city and get your stuff. CAROLINE I don’t have anything. The townhouse is bolted up.

54. MAX You have nothing in the city that you care about that you want to get? CAROLINE Well, there is one more thing. INT. MAX'S BACKYARD — DAY MAX AND CAROLINE SIT ON A BROWN HORSE, DRINKING STARBUCKS. MAX The weirdest thing is that nobody stopped us. CAROLINE Do you know how much I'm going to save keeping him here instead of at the stables? MAX So, you were plotting this horse in my yard thing all this time? CAROLINE You have a yard. I have a horse. That’s just math. (THEN) I can’'t help it. I see an opportunity and I make it happen. Like with the cupcakes. MAX Like what with the cupcakes? CARCLINE I have an idea. I'm only going to tell you this stuff once, so good luck. (MORE )

BEAT. CAROLINE (CONT'D) Your cupcakes are a gold mine...all we’d need is two hundred and fifty grand start up money for the real estate and basic equipment- MAX Oh. Two hundred fifty grand —- that’s all? Did freaking Chestnut here kick you in the head when I was in Starbucks? CAROLINE Hear me We should open a business together with your cupcakes. I have the finance background and you have this amazing product. If we both worked two jobs and made two thousand dollars a week, we could open a business in a little over a year a year. In the last two days we’ve made a total of three hundred and eighty seven dollars and twenty five cents minus the twelve dollars for the lattes. And that’s a good start. We can make extra money at other jobs...focus groups, dog walking... MAX Can’t think of any other jobs? 55.

56. CAROLINE No. That’s your department. So -- you: other jobs, me: cupcake dream, us: success? What do you think? MAX I think you have a horse. CAROLINE I think we have a horse. THE HORSE TURNS IT’S HEAD AND LOOKS AT MAX. MAX Don’t get attached. FADE TO: A TITLE CARD OVER BLACK: IT READS: CURRENT TOTAL: $387.25 FADE OUT.