All the Real Girls is the second film from North Carolina director David Gordon Green, whose observant, naturalistic, rural style probably appeals more to critics than to mass audiences. His first film, George Washington, enjoyed critical success but only limited distribution. While still in the same vein, All the Real Girls is a zig toward the mainstream and a zag away from artistry.
Conflict instead of Plot

Can Paul and Noel weather their mutual mistrust
In an opening scene, Noel (Zooey Deschanel) wants to know why Paul (Paul Schneider) hasn’t kissed her yet. He says it’s because she’s different, that he doesn’t want to blow it with her. This should flatter her, because Paul has a reputation as a love-em-and-leave-em male slut.
The central conflict is simply whether Noel and Paul’s relationship will be able to weather their mutual mistrust. Noel says Paul’s tarnished reputation doesn’t matter, but in a small town it’s impossible to ignore. Ironically, Paul stays loyal to Noel, waiting for her to be ready for sex before he makes his move. It is Noel who misbehaves. At a weekend away with the girls, there are actually boys, and Noel sleeps with one of them.
Their relationship is more of a conflict than an entire plot, but as with Green’s first film, the story is one of the least important aspects of the movie. Characters, setting, and a real sense of time and place are the film’s emphasis.
In Their Natural Environment
Rather than focusing on the conflict, Green spends time following his characters and looking at their depressed environment.
Paul works on his mom’s car (a decade-old Dodge Colt Vista) and hangs out with his friends. It’s not clear whether he has a job, but he probably doesn’t. His best friend is Tip (Shea Whigham), who has the hair of a TV heartthrob and the voice of a truck driver. His beverage of choice is the 24-ounce “master cylinder” cans of Michelob. Tip has been friends with Paul since they were kids, but Paul’s relationship with his kid sister Noel makes Tip uncomfortable.
Paul’s mom (Patricia Clarkson) is one of the few people in the film with a job. She works as a professional clown at birthday parties and at the dark and industrial children’s hospital. When he has to, Paul goes with her in his own clown suit, frowning under the smiling clown make-up.
Green also takes time to show us the environment. Between-scene segues show smokestacks against a setting sun, or ramshackle clapboard buildings with faded graffiti. The only industry left in this small North Carolina town is a blanket factory with lousy working conditions and mediocre pay. Paul and his friends have breakfast in one of the town’s thriving businesses — a diner. Their booth looks hand-built from scrap wood. One of them announces he’s in the mood for “something greasy,” which is exactly what you’d find in a genuine, small-town American diner.
Vague Articulateness
Green’s use of dialogue is masterful. His characters have something to say without ever quite being able to saying it, and it frustrates them. This style of dialogue feels natural, not scripted.
For example, in one scene Paul drunkenly tries to apologize to a girl he loved and left: “I’m sorry if I hurt you,” he says, but his apology is much deeper, something he can’t quite get at. So he tells a story of a V of ducks. He watched the lead duck fly into the side of a house, and it fell to the ground. He kept watching as all the other birds followed it to their deaths. The story is absurd and funny, but to Paul it is profound. He asks “have you ever seen a mistake in nature?” He’s on the verge of expressing his regret to this girl, but this is as close as he gets, and he breaks down into tears.
Surprisingly, the wrong words, and the look of defeat do a better job of communicating his regret than an exact phrase would have.
Art Films Weird
It is easy to describe David Gordon Green’s films. It is easy to find some detail to latch on to and praise because Green pays attention to details. What’s harder is to say whether the film is either good or entertaining.
I concede that I find this film (and George Washington too) a little boring. There is very little plot, and the pace is always adagio. I wouldn’t recommend it to my blockbuster cousins who call art films “weird.”
But it’s hard to find fault in All The Real Girls. It has deliberate movement through a well-defined landscape. Green is careful to introduce all the characters fully before introducing a conflict, which means that the characters drive all the action, and nothing feels contrived. It also features great cinematography and an intriguing sense of place
Zig Toward Mainstream
Of Green’s two films, George Washington is probably the better. It is more original and unconventional. But All the Real Girls lands in the same ballpark. It restates the things that were important to Green in his first film, the things that will no doubt shape his promising career.
His zig toward the mainstream was probably inevitable, and luckily, it didn’t force many compromises. Green’s style will serve him well and put him among the big names of a new generation of filmmakers, if he can only find an audience.