I have no problem with the subject matter of David Gordon's Green's film "All The Real Girls": first love. The fact that it's been relegated to the stuff of WB television shows like "Felicity" and "Dawson's Creek" is unfortunate, because it's universal material that when done well, can always capture the imagination.

That said, it's hard to believe how badly botched this film is. The lovely and quirky Zooey Deschanel ("Almost Famous," The Good Girl"), in her first starring role, barely saves this film from the murky bogs of independent dreck. She has an enticing smile, the best diologue of the film, and a trombone in her bedroom which, sad to say, she never gets to play.

In a small mill town in North Carolina, twenty-two year old lothario Paul (Paul Schneider) falls in love with the little sister of his best friend Tip (Shea Wigham). Tip seems slightly retarded, like most of his small town friends and Paul himself, who really never has anything interesting to say to the much more appealing Noel (Zooey Deschanel), who has chosen him for some unfortunate reason. The young lovers want to have sex, but there are obstacles. Paul is the former town stud, so Noels' protective brother is violently against him. Noel is a also virgin, and so the sex act has added significance. When they do sneak off to a motel room, Noel chooses to reveal the story behind the scar on her belly, and then breaks into convulsive tears. Oh gosh.

This film is laden with confessional monologues, evocative, cinematic shots of the North Carolina hills, ambling idiotic conversations in diners, bars, and roadsides that lead nowhere, and Patricia Clarkson as a semi-incestuous mother who works as a clown at children's party. The one thing "All The Real Girls" lacks is emotional truth. How ironic: that's what it won a special award for at this year's Sundance Film Festival.