All the Real Girls is set in a small mill town that gets smaller and more run down with each passing year. Paul (Paul Schneider) has lived here all his life, never been out of the country. It's never really occurred to him. He lives a cozy, affectionate life with his mom, Elvira (Patricia Clarkson) and he works as a grease monkey for his uncle Leland (Benjamin Mouton). Charming in his way, he has a devoted circle of rowdy friends that he's known forever. Tip (Shea Whigham), the richest and most lawless of the bunch; Bo (Maurice Compte), a philosopher not interested in wasting his precious seed on the local girls; and Bust-Ass (Danny McBride). a goofball who is not the sharpest tool in the shed. It's a place of rednecks, mill hands, beer-slugging pontificators and fallen souther belles.

Paul's life changes when he finds Tip's younger sister Noel, (Zooey Deschanel), who has just graduated from boarding school and returned to town. She catches the eye of Paul, who has never met anyone like her. And she's never met anyone quite like him-funny and quirky and unpretentious. They fall in love-a scary, uncomfortable love, with no precedents for either of them. Although he's had more tat his share of romantic experiences, he has never felt anything like this. He's elated and terrified at the same time. And for Noel, this seems like the real thing, not that she knows what she's supposed to do next. For all her worldliness, and his previous conquests, they sometimes act like two kids playing at grown-up love.

As the winter progresses, things go very tight, and sometimes wrong.

Directed by
David Gordon Green

Cast
Patricia Clarkson - Elvira
Maurice Compte - Bo
Zooey Deschanel - Noel
Danny McBride - Bust-Ass
Benjamin Mouton - Uncle Leland
Paul Schneider - Paul
Shea Whigham - Tip
John Kirkland Justin
Maya Ling - Pruitt Feng-Shui
Heather McComb - Mary-Margaret
James Marshall - Case Judge Harvey
Eddie Rouse - Dancing Orderly
Karey Williams - Tammy Clinard
Matt Chapman - Strong Bad

Production Co.
Jean Doumanian Productions

Produced by
Lisa Muskat
Kimberly Jose
Jean Doumanian

Studio
Columbia TriStar Pictures

Writer
David Gordon Green
Paul Schneider

Music
Michael Linnen