Immediately after seeing David Gordon Green's low-budget slice-of-downtrodden-life, struggles-of-young-love drama "All the Real Girls," I made a notation to rate the film three stars, so there must have been something about it I liked quite a bit. But now that I sit down to review the picture a couple weeks later, I barely remember it. Whatever positive impression it left sure didn't last.

Here's what I do remember (and what I can reconstruct from my notes): It's a rocky romance about a North Carolina mill town's young serial lothario, named Paul (Paul Schneider), who falls in real love for the first time with fresh-from-boarding-school Noel (Zooey Deschanel), who is the little sister of Tip (Shea Whingham), Paul's none too thrilled, pompadour-and-tooth-pick toughie best friend.

I remember that the tenderness between Schneider and Deschanel has a serene ring of lingering-in-a-moment authenticity -- most notably the sweet, wondrous, funny opening scene in which they prudently contemplate their first kiss. "I'm scared," Paul explains," I don't want to have to tell Tip I kissed you."

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