Set in the tiniest of towns in western North Carolina, “All the Real Girls” tells the story of Paul (played by co-writer Paul Schneider), a decent guy whose life to date can be measured in beer cans and female conquests, and his brief, life-changing romance with Noel (Zooey Deschanel), his best buddy Tip’s little sister. In Hollywood, the best-buddy angle would surely build into a crisis. But in Green’s film, which cost just $1 million to make and plays with the naturalistic grace of Terrence Malick, it’s just a scuffle that ends, sweetly, with Tip’s sniffling, “You’re not my best friend anymore! You’re not even in my top 10!” The scenes between Paul and Noel are just as modest. Most begin in midconversation and seep into focus like a Polaroid. In one charmingly awkward moment, Paul hugs Noel around her waist, as if the hug started out at her shoulders and then slid south like a loose towel. Scenes like these helped the movie earn a special prize for “emotional truth” at the recent Sundance Film Festival.

Green and Schneider began writing “All the Real Girls” while the two were college buddies at the North Carolina School of the Arts. “We went to such a small school, everyone knew the color of everyone else’s a–,” says Schneider, who arrived for lunch in a Winston Cup sweater and a flannel button-down. “One of us would have a problem with a girl and we’d get in the car, slap on some music and drive to this rest stop on I-40.” “Then we’d get out,” Green breaks in, “and beat the s–t out of a fence for a while.”

The two put the script aside so Green could make his first feature, 2000’s “George Washington,” about an accidental death among a group of kids. The film wound up on a slew of top-10 lists, won several festival awards and helped Green land his first big job: directing an adaptation of the novel “A Confederacy of Dunces” for producer Steven Soderbergh, scheduled for 2004. “All the Real Girls” was the in-between project. Green filled out the crew with college pals and shot the movie five minutes from Schneider’s boyhood home. They even drove past an ex-girlfriend’s house to get in the right mood.

Their idea, Schneider explains, was to make a movie that was honest about young love, that felt all of the ways they remember feeling when it happened to them–not just the good stuff. They didn’t want to leave out the clumsiness, the anger and the toxic inability to communicate. “I thought being in movies would be great because I could have that witty comeback–the one I always come up with three months later,” Schneider says. “Then we make a movie like this, where you still don’t get the words right. And that’s the point. That’s what really happens.” Let Lloyd and Diane have their happy ending. This movie is for the rest of us.