ALL THE REAL GIRLS is set in a small mill town that gets smaller and more run down with each passing year. Paul (Paul Schneider) has lived here all his life, never been out of the county. It's never really occurred to him. He lives a cozy, affectionate life with his mom, Elvira (Patricia Clarkson) and he works as a grease monkey for his uncle Leland (Benjamin Mouton). Charming in his way, he has a devoted circle of rowdy friends that he's known for ever -- Tip (Shea Whigham), the richest and most lawless of the bunch; Bo (Maurice Compte), a philosopher not interested in wasting his precious seed on the local girls; and Bust-Ass (Danny McBride), a goofball who is not the sharpest tool in the shed. It's a place of rednecks, mill hands, beer-slugging pontificators and fallen southern belles.



Paul's life changes drastically when he finds Tip's younger sister Noel, (Zooey Deschanel), who has just graduated from boarding school and returned to town.