Directed by David Gordon Green, starring Paul Schneider, Zooey Deschanel, Patricia Clarkson, Shea Whigham, Benjamin Mouton, Maurice Compte, Danny McBride, Bartow Church, Maya Ling Pruitt and Matt Chapman.

Directed by David Gordon Green, who also wrote it with his leading man and college friend Paul Schneider, 'All the Real Girls' is a film where not very much happens, but it's still difficult to resist the charm of this delicate love story. Green takes a tried, tested and tired romantic cliché - philanderer meets a girl who steals his heart - and turns it into a fresh and rather lovely film.

'All the Real Girls' is set in a small run-down North Carolina mill town - the sort of place you either never leave or never come back to. The lovely 18-year-old Noel (Deschanel) has done both. After spending six years away in boarding school, she returns home with no plans for the future and catches the eye of the town Casanova, Paul (Schneider). To say that his reputation precedes him is an understatement - not only are many of the 26 girls that he has slept with around to throw a spanner in the works but he's also the best friend of her stay-at-home big brother Tip (Whigham) who, knowing exactly what Paul is like, becomes suddenly protective.

Green masterfully portrays the tension between the two men who, although in their early 20s, are little more than inarticulate, overgrown kids. As Noel screams at Tip when he tries to warn her off Paul, "if he's so horrible, why are you his friend?" But it's different when it comes to family and Tip has to do his own growing up in the course of the film. The simultaneous unhurried unfolding of Paul and Noel's relationship is, onscreen and off, exhilarating and frustrating - the very essence of first love. They are hesitant lovers, not picture perfect ones, honest in their confusion and contradictions.

With a strong sense of place from cinematographer Tim Orr (who also worked on Greens' debut feature 'George Washington') and perfectly chosen music - 'All These Vicious Dogs' from Will Oldham soundtracking the couple's first kiss and Sparklehorse's 'Sea of Teeth' enhancing another tender moment - 'All the Real Girls' is atmospheric, evocative and memorable.

Caroline Hennessy