Max, a hard working waitress, soon finds herself helping out Caroline, a new waitress who was once wealthy, but has been left with nothing after her father's crimes. Max invites Caroline to be her roommate, but their new friendship is put in jeopardy when Max's boyfriend (Noah Mills) hits on Caroline. Caroline and her horse officially move into Max's apartment.Caroline thinks she's doing Max a favor when she takes it upon herself to facilitate her break-up with Robbie. This leads to an increasing dispute over boundaries that threatens to end their new friendship, however in the end a very drunk Caroline apologizes to Max and they fall asleep together.Max takes Caroline thrift shopping. After seeing a shirt stolen from Max's basket worn by another woman, Caroline persists in standing up for Max despite her indifference, and the two try to reconcile their different notions of what girlfriends do and don't do for each other. A struggling street artist, Johnny, catches Max's attention with his similarly sarcastic sense of humor.