In a sleepy little mill town in North Carolina, Paul is the town Romeo. But when his best friend's sister returns home from boarding school, he finds himself falling for her innocent charm. In spite of her lack of experience and the violent protests of her brother, the two find themselves in a sweet, dreamy and all-consuming love.
Paul Schneider
as Paul
Zooey Deschanel
as Noel
Shea Whigham
as Tip
Danny McBride
as Bust-Ass (as Danny R. McBride)
Maurice Compte
as Bo
Heather McComb
as Mary-Margaret
Benjamin Mouton
as Uncle Leland
John Kirkland
as Justin
James Marshall Case
as Judge Harvey
Patricia Clarkson
as Elvira
Maya Ling Pruitt
as Feng-Shui
Eddie Rouse
as Dancing Orderly
