All The Real Girls - Plot

Plot

Paul (Schneider) is a womanizer in his early twenties who lives in a small Southern town, where he earns a living fixing cars for his uncle. Paul still lives with his mother, Elvira (Clarkson), who works as a clown cheering up children at the local hospital. He spends most of his time hanging out with his best friend and self-proclaimed partner-in-crime, Tip (Whigham), and their friends Bo (Compte) and Bust-Ass (McBride). Among his friends, Paul has a reputation as a ladies' man, but he's not at all known for being involved with long-term relationships; most of Paul's romances last only a few weeks, and he's slept with nearly every girl in town. Paul is beginning to reach a point where he would like to lead a different life, and that feeling becomes all the more clear when he meets Noel (Deschanel), Tip's teenage sister who has come back home after attending a boarding school. Noel is more thoughtful and mature than the girls Paul is used to. Paul and Noel soon fall in love, but for Paul this is a different sort of relationship than he's accustomed to — Noel is still a virgin, and her contemplative nature gives him a desire to be a better, stronger person, but Tip doesn't approve of Paul dating his younger sister, which leads to a rift between these longtime friends.