felt "obligated" to make while in his youth and "while these feelings were still fresh and these wounds were still bleeding". Before partnering with Jean Doumanian and Lisa Muskat, a studio had offered Green a larger budget to produce the film; Green would pass due to the studio wanting to cast Freddie Prinze Jr. instead of Schneider. Pre-production Most of the crew of All the Real Girls was compromised of the same team from Green's George Washington, most of whom were colleagues from University of North Carolina School of the Arts. Schneider, who mostly had a background in editing, takes on the film's leading role. Feeling closely related to the character of Paul, Schneider said "All you need to do is to have grown up in North Carolina and had your heart broken, and you're good to go." For the character of Noel, Green and Schneider strived to get the casting "right". Zooey Deschanel was cast after Green and Schneider felt she embodied how they envisioned the character, and for elevating the material they had written for her. Danny McBride, who served as a second unit director on George Washington, was cast in the supporting role of Bust-Ass in his acting debut. Filming Principal photography for the film was underway in the fall of 2001 in Marshall and Asheville, North Carolina. During production, Green allowed the actors to take scenes in different directions from where the script initially went. This lead to the movie to take on a new "life of its own". Green also felt to stray away from genre cliches and scenes that had largely been done before. Instead he opted to focus on "unique magical moments". These decisions resulted in the first forty pages of the script being discarded from the final film, including a scene where Paul and Noel meet for the first time. Reception Box office All the Real Girls was given a limited release on February 14, 2003. It played in six theaters, bringing in $39,714 in its opening weekend. It grossed $579,986 on a $1 million budget. Critical response The film received positive reviews. On Rotten Tomatoes, it has an approval rating of 71%, based on 115 reviews, with an average rating of 6.9/10. The site's consensus states, "Has enough honest moments to warrant a look." On Metacritic, it has a score of 71 out of 100, based on 36 critics, indicating "generally