• Paul Schneider as Paul
• Zooey Deschanel as Noel
• Shea Whigham as Tip
• Danny McBride as Bust-Ass
• Patricia Clarkson as Elvira
• Benjamin Mouton as Uncle Leland
• Maurice Compte as Bo
• Heather McComb as Mary-Margaret
• Matthew Chapman as Strong Bad

Feeling unseen by the romance films released at the time, David Gordon Green and Paul Schneider conceived and began writing All the Real Girls during the late 90s. Green sought to make a film that was both "contemporary" and "how it feels when you get your gut in a knot". After working on George Washington, Green had several projects he intended to pursue, including a science fiction film and a western film. However, when funding failed to come through for either project, Green got a job at a doorknob factory before turning back to All the Real Girls, a movie he felt "obligated" to make while in his youth and "while these feelings were still fresh and these wounds were still bleeding". Before partnering with Jean Doumanian and Lisa Muskat, a studio had offered Green a larger budget to produce the film. Green would pass due to the studio wanting to cast Freddie Prinze Jr. instead of Schneider.
The crew for All the Real Girls was mostly the same as that of George Washington, most members of which were colleagues from University of North Carolina School of the Arts. Schneider, whose background was mostly in editing, takes on the film's leading role. Feeling closely related to the character of Paul, he said, "All you need to do is to have grown up in North Carolina and had your heart broken, and you're good to go." For the character of Noel, Green and Schneider strived to get the casting "right". Zooey Deschanel was cast, after Green and Schneider felt she embodied how they envisioned the character, and for elevating the material they had written for her. Danny McBride, who served as a second unit director on George Washington, was cast in the supporting role in his acting debut in this film.
Principal photography for the film was underway in the fall of 2001 in Marshall and Asheville, North Carolina. During production, Green allowed the actors to take scenes in different directions from where the script initially went. This led to the film to take on a new "life of its own". Green also felt to stray away from genre cliches and scenes that had largely been done before. Instead he opted to focus on "unique magical moments". These decisions resulted in the first forty pages of the script being discarded from the final film, including a scene where Paul and Noel meet for the first time.

All the Real Girls was given a limited release on February 14, 2003. It played in six theaters, bringing in $39,714 in its opening weekend. It grossed $579,986 on a $1 million budget.
The film received positive reviews. On Rotten Tomatoes, it has an approval rating of 71%, based on 115 reviews, with an average rating of 6.9/10. The site's consensus states, "Has enough honest moments to warrant a look." On Metacritic, it has a score of 71 out of 100, based on 36 critics, indicating "generally favorable reviews".

Roger Ebert of the Chicago Sun Times said “Green is 27, old enough to be jaded, but he has the soul of a romantic poet. Wordsworth, after all, was 36 when he published, ‘The Rainbow comes and goes and lovely as the Rose.’ How many guys that age would have that kind of nerve today?” He gave the film a four out of four star rating.
The film was nominated for awards at several different film festivals globally. Green was nominated for the Grand Jury Prize at the Sundance Film Festival, and ended up winning the Special Jury Prize for Emotional Truth, as did Patricia Clarkson for Outstanding Performance. Zooey Deschanel was nominated for Best Female Lead at the 2004 Independent Spirit Awards and Best Actress at the 2004 Mar del Plata Film Festival.