All the Real Girls is a 2003 American romantic drama film written and directed by David Gordon Green and starring Paul Schneider, Zooey Deschanel, Shea Whigham and Patricia Clarkson. It is about the romance between a young, small-town womanizer and his best friend’s sexually inexperienced younger sister. The film premiered at the Sundance Film Festival on January 19, 2003. The film was well received by critics and was nominated for several film festival awards, with Green winning a Special Jury Prize at Sundance. Plot A young womanizer living in a small Southern town, Paul earns a living fixing cars for his uncle. He still lives with his mother, Elvira, who works as a clown cheering up children at the local hospital. Paul spends most of his time hanging out with his best friend and self-proclaimed partner-in-crime, Tip, and their friends Bo and Bust-Ass. Among his friends, Paul has a reputation as a ladies' man, but is not at all known for being involved with long-term relationships; most of his romances last only a few weeks, and he's slept with nearly every girl in town. Beginning to reach a point where he would like to lead a different life, this feeling becomes much clearer when Paul meets Noel. She is Tip's teenage sister, who has returned home after attending boarding school. Noel is more thoughtful and mature than the girls Paul is used to. Paul and Noel soon fall in love, but for him this is a different sort of relationship than he's accustomed to — Noel is still a virgin, and her contemplative nature gives him a desire to be a better, stronger person, Tip does not approve of Paul dating his younger sister, which leads to a rift between these longtime friends. Cast Production Development Feeling unseen by the romance films released at the time, David Gordon Green and Paul Schneider conceived and began writing All the Real Girls during the late 90s. Green sought to make a film that was both "contemporary" and "how it feels when you get your gut in a knot". Following the release of his debut film George Washington, Green had several projects he intended to pursue, including a science fiction film and a western. However, when funding failed to come through for either project, Green got a job at a doorknob factory before turning back to All the Real Girls, a movie he