All the Real Girls

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. It was well-received by critics and was nominated for several film festival awards, with Green winning a Special Jury Prize at Sundance.

Paul is a young womanizer who lives in a small Southern town and 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 often hangs out with his friends: self-proclaimed partner-in-crime Tip, Bo, and Bust-Ass. Among his friends, Paul has a reputation as a ladies' man, and is not known for being involved in long-term relationships; most of his romances last only a few weeks, and he has slept with nearly every girl in town.

Paul begins to reach a point where he would like to lead a different life when he meets Noel, 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. They begin a relationship in private. When Tip hears rumors of Paul and Noel being together, he furiously confronts Paul and wants to know if he is having sex with Noel. Paul refuses to answer, and when their friends try to pull them away from fighting, Tip takes out his anger by beating up another guy.

Paul continues to see Noel despite the rift with Tip. After they make out on a bed one night, Noel wants to go further but Paul stops her. He gets off the bed and tells her that he does not want to hurt her like he has hurt so many other girls. He tenderly expresses to her that he did not expect to like her so much after she returned, but he feels he can be real with her, and he is worried about what she thinks of his reputation. She tells him she is a virgin, and she trusts him.

Later, Noel asks Paul if they can spend the night in a motel. She emotionally tells him about a set of scars on her side: a few years earlier, her dad had let her drive their boat on a lake, but she was careless and ran over a boy in the water. She fell on the deck in horror and began clawing at her skin with a fishhook. Noel says she just wanted to feel pain for what she had done, and Paul comforts her. They go out swimming near the motel that night, then return to the room and make a tent with the sheets on the bed. When he returns home, Paul's mother is waiting by her bed, disappointed because he forgot to return her car, causing her to ride her bike to a disabled child's party tardily.

Paul later finds Tip sitting along the river in town. He asks Paul to do right by Noel, withholding his anger at how much the two of them used to sleep with women without a care. Then he reveals that he got a local girl pregnant, which has sent him on a drinking bender. Paul asks if he loves the girl, and Tip guesses he does. Meanwhile, Bust-Ass, who has an interest in Noel, starts becoming friendly with her. Noel tells Paul that she will be spending the weekend at a friend's lake house.

When Noel returns, she has come back with a short new haircut. When Paul notices she has a hesitant air about her, she says something happened while she was away. She painfully admits she slept with another guy, and Paul is heartbroken, resulting in a breakup.