Dir: David Gordon Green. USA. 2002. 105 mins.

Young writer-director David Gordon Green lives up to the poetic promise shown by his acclaimed but little-seen first feature, George Washington, with this exquisite dissection of young heartbreak that is similarly set amid the gorgeously-shot industrial decay of North Carolina. An art-house film, in the best sense, All The Real Girls confirms Green as the spiritual heir to Terrence Malick, a testament to his already formed talents as an observational and lyrical filmmaker and also to the challenges involved in selling such a studied storytelling voice to the public at large. Having just won a special jury prize at Sundance in recognition of All The Real Girls' "emotional truth", Green can once again expect extended festival play around the world, starting with Berlin next week.

Meticulously avoiding the condescending cliches that cheapen too many stories about first love, not to mention any film set in the American south, Green is that rare filmmaker who trusts in the power of careful composition and small, lingering moments of intense naturalism with no quick audience pay-offs. His most affecting scenes are quietly illuminated through static long- and medium- shots, rather than loudly trumpeted by incessant close-ups and facial reactions.

Just like the rusting car heaps that litter the landscape around him, the central protagonist, Paul (Paul Schneider) has left a long trail of emotional wreckage behind him. There is barely a girl in this remote mill-town this 22-year-old charmer hasn't leapt into bed with and then just as quickly dumped. His ambitions are as limited as his horizons: when not tooling around as a car mechanic for his uncle, Paul fritters his hours with a bunch of rowdy young mates, all the while still living at home with his mother (Patricia Clarkson).

But things change dramatically when he meets and falls in love with Noel (played by a luminous Zooey Deschanel). She happens to be the 18-year-old sister of his best friend and someone who has spent most of her teenage life sequestered in a boarding school. She is also a virgin, a fact that forces Paul to confront his reputation as a callous heartbreaker.

The tender chemistry between these two is palpable. But, unlike so many screen romances, true love is not portrayed as a pretty end in itself here; instead, it's an excruciating force for change and confusion. The moment these two believably human souls collide is also the moment their expectations about life and about each other start being propelled in opposing directions. While Paul sees in Noel an opportunity to make a fresh start and embark on a relationship of innocent purity, she regards Paul as a chance to break free of her own protected past and become more worldly herself. It is Noel who ends up bursting their perfect romantic bubble, setting All The Real Girls up for its poignantly unresolved denouement.

For his follow-up film, Green surrounded himself with many of his key collaborators on George Washington, including cinematographer Tim Orr, who once again burnishes the dilapidated Carolina landscape in painterly, warm hues. Sustaining the atmosphere is a pungent southern-influenced soundtrack and a cast of authentic-seeming secondary characters, who provide some of the lighter relief. But not everything flows as gracefully as it might: there are scenes where Green's directorial hand can seem too calculated. The artificial way he occasionally places his actors in their scenes draws attention away from the emotional honesty being expressed. And the notion that Clarkson's mother figure should scratch out a living as a clown seems clumsy in such a naturalistic context.

Such gripes are minor, however, set against the overall achievement. The film will open in New York City's downtown Angelika complex through Sony Pictures Classics on February 14th, a Valentine Day's offering that will remind audiences of the bittersweet ache that so often torments young hearts, but is so rarely captured with any degree of depth and complexity outside the written page.

Prod co: Jean Doumanian Productions, Jasmine Productions
US dist: Sony Pictures Classics
Int'l sales: Alliance Atlantis International
Prods: Jean Doumanian, Lisa Muskat
Scr: David Gordon Green
DoP: Tim Orr
Eds: Zene Baker, Steven Gonzales,
Prod des: Richard Wright
Music: Michael Linnen, David Wingo
Costume des: Erin Orr
Main cast: Paul Schneider, Zooey Deschanel, Patricia Clarkson, Shea Whigham, Danny McBride, Ben Mouton