She tells him she is a virgin, and she trusts him. 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. He gets off the bed and tells her that he does not want to hurt her like he has hurt so many other girls. After they make out on a bed one night, Noel wants to go further but Paul stops her. Paul continues to see Noel despite the rift with Tip. 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. 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. Noel is more thoughtful and mature than the girls Paul is used to. 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. 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 often hangs out with his friends: self-proclaimed partner-in-crime Tip, Bo, and Bust-Ass. He still lives with his mother, Elvira, who works as a clown cheering up children at the local hospital. Paul is a young womanizer who lives in a small Southern town and earns a living fixing cars for his uncle. It was well-received by critics and was nominated for several film festival awards, with Green winning a Special Jury Prize at Sundance.

The film premiered at the Sundance Film Festival on January 19, 2003. It is about the romance between a young, small-town womanizer and his best friend's sexually inexperienced younger sister.

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.

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