"Why haven't you ever kissed me?" Zooey Deschanel asks Paul Schneider in the opening scene of All The Real Girls. From the way they look at each other, and the easy good humor between them, her puzzlement seems justified. The surety of Schneider's hesitation, on the other hand, suggests he has his reasons, though the only one he expresses is that kissing her means telling Shea Whigham, his best friend and her older brother. He keeps another one quiet: She's been away at boarding school while he developed the reputation of a lothario. A third, he may not admit even to himself: He already knows he loves her. The standoff can only last so long, but it's the thoughtful pause that sounds the keynote to George Washington director David Gordon Green's second feature. Like his debut, All The Real Girls takes place in a small Southern town in the grips of a rhythmless languor. Life takes place by riverbanks, in yards stacked deep with half-repaired cars and pianos, on porches, and in bowling alleys. Where most movie small towns exist solely for leaving or revisiting, Green's feel like worlds unto themselves; the roads leading out of town might as well end in cliffs. Green's films could pass for idylls if he didn't seem so keenly aware of his characters' potential to hurt. Deschanel and Schneider–who both give rich, funny performances–and everyone around them have inner lives that don't always translate into words. When they speak, it's usually in dialogue halfway between poetry and inarticulate fumbling, struggling to fill the gap between feeling and language. Sometimes they make it work in agonizingly direct confessions, and sometimes words fail them. Green's ability to convey the lives within, however, never fails. Reprising the lyrical, drifting style of his debut and again working with uncannily gifted cinematographer Tim Orr, Green lets images pick up where words leave off and lets a generosity of spirit guide the film, capturing the messy knot of motives and feelings behind even the most apparently thoughtless actions. At one point, Schneider's mother (Patricia Clarkson) confesses that she sees in him all the men who left her behind over the years, a confession that's as wistful as it is cautionary. Of his two lead characters, there's only one virgin, but Green makes Schneider every bit as vulnerable as Deschanel. His love for her marks a fall into the world of emotional experience after a lifetime of keeping a distance, of holding off on the kiss of a lifetime for fear of the consequences, and of the rewards. Green's world may look like paradise, but with his second film, he confirms his mastery of finding the grace that's only possible after a fall.