All the Real Girls is director David Gordon Green’s second film, following 2000’s critically lauded George Washington. The movie premiered at the Sundance Film Festival and won two Special Jury Prizes—one for supporting actress Patricia Clarkson’s performances in three Sundance entries and the other a dramatic prize in the “Emotional Truth” category. The latter is especially appropriate, since the film leaves you feeling as if you’ve just watched two real people fall in love.

The story takes place in a small manufacturing town where people are either employed by the mill or not employed at all. Paul (Paul Schneider) and his friends Tip, Bo, and Bust-Ass fall into the second category. They waste their days away at the local diner, tinkering with old cars at Uncle Leland’s junkyard, or getting drunk and standing around bonfires. Then one day Tip’s little sister Noel (Zooey Deschanel) comes home from boarding school and begins spending large amounts of time with Paul. This enrages Tip, and his anger is mystifying until it’s revealed that Paul and his gang of merry men have had their way with just about all the available maidens in town. It seems Paul is a changed man now, and in a change of pace, it is the virginal Noel who betrays Paul’s trust.

The performances are the real heart of this film and the two lead actors acquit themselves with aplomb. Deschanel, who practically stole the show in The Good Girl, has ditched the mischievous rebel from that film for a curious, eager young woman. Noel has some experience outside her small hometown, but she is still sexually naïve. Schneider’s Paul is just the opposite—he’s the town’s resident Don Juan, except the women he’s slept with all hate him. It’s after Noel cheats on Paul that Schneider’s performance kicks into high gear. During the final third of the movie we see a man who feels he’s become a better person through his new relationship, only to have his heart broken. Schneider portrays all this masterfully, vacillating between stoicism and rage.

Also especially good are Patricia Clarkson as Paul’s birthday-party clown mother, Elvira, and Shea Whigham as Tip, who notwithstanding his bravado admits to never having spent a night away from home and still wetting the bed as an adult. These supporting performances help Green depict a rich sense of community within the film.

Green’s eye is sharp and he has a knack for finding the strange beauty of the rustic town. He knows when to direct and when to his actors run a scene. It will be interesting to see what Green’s next project is, as he has shown himself capable of telling big stories in small towns. His only mistake is using the trite TV commercial device of illustrating the passage of time with fast-moving clouds.

All the Real Girls tackles young love without using gratuitous sex scenes or degenerating into a formulaic romantic comedy. Love is serious; it takes time and devotion and most often doesn’t happen on a whim. It is a puzzle, as the film’s tagline says, and some of its pieces are revealed by Paul and Noel’s journey.