David Gordon Green, who in 2000 made a splash on the festival circuit with his independent debut feature, George Washington, directed this drama about two people entering into a mature romantic relationship -- the sort that neither has been accustomed to. Paul (Paul Schneider) is a guy in his mid-20s who lives in a small Southern town, where he earn a living fixing cars for his uncle. A man with little in the way of ambition, Paul still lives with his mother, Elvira (Patricia Clarkson), and still hangs out with his best friend from high school, rowdy Tip (Shea Whigham), and their buddies Bo (Maurice Compte) and Bust-Ass (Danny McBride). Among his friends, Paul has a reputation as a ladies man, but hes not at all good with long-term relationships; most of Pauls romances last only a few weeks, and hes slept with nearly every girl in town whos worth having. Deep down inside, Paul senses that he would like to lead a different life, and that feeling becomes all the more clear when he meets Noel (Zooey Deschanel), Tips teenage sister who has come back home after attending a boarding school. Noel is smarter and deeper than the girls Paul is used to, while Noel is taken with his charm, wit, and down-to-earth nature. Paul and Noel soon fall in love, but for Paul this is a different sort of relationship than hes accustomed to -- Noel is still a virgin, and her contemplative nature gives him a desire to be a better, stronger person. However, Tip doesnt approve of Paul dating his younger sister, which leads to a rift between these longtime friends. All the Real Girls was awarded a Special Jury Prize at the 2003 Sundance Film Festival; Patricia Clarksons performance was also cited by the jury. ~ Mark Deming, All Movie Guide