Everything about the relationship Paul and Noel fall into in All The Real Girls seems a little otherworldly. Not so much in the freaky voodoo sense of the realm, but for the dream-like state they in which they appear to exist. They're forced to meet in a North Carolina mill town, a place where no one bats an eye at a dog that's learned to survive with no back legs. It's an area stained black in spots with chewing tobacco and littered with empty 24-oz. beer cans. Pianos are worked on in the front lawn, and every man who's earned his stripes walks around with hands dirty from engine grease. Some might call this place Hell. The residents, on the other hand, call it Home. For the two who get more and more smitten with one another as time marches forward, it's as if they're blind to such an environment - all they see is one another. Such is love; it has its way of making you put your blinders on.

When Noel (Zooey Deschanel, Almost Famous) returns from boarding school graduation, Paul (Paul Schneider) can't help but take notice. The only problem is that she's the little sister of his best friend, Bo (Maurice Compte). By the very nature of being a best friend, Bo knows exactly how many women Paul's slept with and how each tryst ended. Unfortunately for Paul, there have been a lot of women; one of his friends refers to him as "the town ex-girlfriend asshole." Noel and Paul meet on the sly as long as they can - with Paul looking over both shoulders before he even tries to go in for a kiss - but it being a small town, people see things. People talk. Bo learns of the budding interest and is furious, ultimately declaring he is not Paul's best friend anymore after a yelling match. "You're not even in my top 10!" he shouts. It's a triangle not oft visited in film. In spite of the blow-up (and perhaps because it thrusts things out into the open), the romance continues along, growing even stronger.

What is unique is that the chemistry between the lovers feels painfully real. It's so real, in fact, you'd think they are trying to understand their connection on the director's dime. It creates an almost voyeuristic sense of awe in the audience, as nothing about their attraction feels formulaic in its approach. Perhaps Deschanel's big, round eyes are to blame, as she seems to express thousands more words through a look than she might verbally in an hour. Genuine adoration rests in her gaze, and it's returned. Also, every time they're talking to one another, it's as if the conversation's being made up on the spot, which can be both bad or good. Here, it seems to work, as each line comes out halted and slightly stuttered, in essence adding to the natural flow of the conversational ideal.

The bubble of bliss pops when someone ends up sleeping with someone else. Doesn't sex always ruin everything? The rose-colored glasses come off, another layer of reality gets peeled away and, adversely, each character gets a little murkier. Each has to decide whether or not they can regain the unshakable trust they once had in each other. Sounds a little trite, and it is. That's when everyone gets a little comfortable leaning on the Hollywood crutch and the story veers off towards cheap familiarity for awhile.

Other supporting roles, while worthy and enjoyable, aren't so necessary to the progression of the story. Still, Paul's mom, who earns her daily bread as a hospital clown, is a welcome slap of the absurd. And another close friend, Bust-Ass (Danny McBride III in his acting debut), is so absolutely genuine he seems plucked from the town. He's an honest guy, grabbing some of the movie's greatest lines, which he uses on Noel in times of blatant desperation: "So, are you in love? When you're through being in love, why don't you come over to my house? I got a waterbed."

Director/Screenwriter David Gordon Green does well by his cast or is it the other way around? His direction is the road less traveled in that he takes few liberties with the camera, playing it straight with the exception of a close-up of an eye as a conversation lazes along or a closing shot resting on the mill's reflection in a river. But where he really wins is in his story and those he's chosen to help tell it. It's rather nice to have storytellers in our midst. Green is proving he's one of the good ones.