IN HIS follow-up to the lyrical "George Washington," writer-director David Gordon Green proves he hasn't lost his poetic instincts.

"All the Real Girls," co-written with lead performer Paul Schneider, doesn't outdo the first film. But it's a movie of deft impressions and telling human moments. Whether or not those impressions and moments add up to anything is almost beside the point.

This is an instinctive movie, a series of loosely connected sketches not designed to complete a circle, further a thesis or answer questions. Its simplicity and sense of mystery are its main, disarming assets. And if the story remains formless, there's such a feeling for the characters, you get a whole new set of values to savor.

Paul (Schneider), who lives in an unnamed mill town in the south, is an immature man who has measured his success by the female notches on his belt. But he has fallen for Noel (Zooey Deschanel), an innocent soul who happens to be the kid sister of his best friend, Tip (Shea Wingham). She threatens to be the first girl he has ever loved and, more significantly, his moral wake-up call.

On the one hand, to watch Paul's slow-moving redemption is tedious. He can't bring himself to make love with her because he treasures her. But on the other hand, there's a transformational connection between the two characters, a sort of sinner-saint relationship. He's all-knowing and fighting his former bad self. She's a naif with a hint of Tennessee Williams frailty. They seem to understand each other perfectly.

Also, there's the fascinating world of this movie. "All the Real Girls" could be set in the 1950s or this morning. Time seems to stand still. There are no references to anything beyond the place. There's also a sense of the time-tested passage of boys to men (one of humanity's slowest-burning projects).

There's also a small-town texture passingly reminiscent of "The Last Picture Show," particularly in the guy-jousting scenes with Paul and Kip and such characters as Bust-Ass (Danny McBride) as they sit by the river or josh around in the local diner; or in the almost Cloris Leachman-Timothy Bottoms feeling in the nonsexual, mother-son relationship between Paul and Elvira (Patricia Clarkson), who has a day gig as a kids' clown.

It doesn't matter whether or not Paul and Noel -- or anyone else, for that matter -- get together. The movie pays tribute to their idiosyncrasies and quirks, and the distinct feeling is they'll continue to make mistakes, enjoy small successes and keep living long after the end credits have rolled.

ALL THE REAL GIRLS (R, 108 minutes) -- Contains sexual situations and obscenity. Cineplex Odeon Dupont Circle, Cinema Arts Theatre, Cineplex Odeon Shirlington.

Zooey Deschanel and Paul Schneider hang on in "All the Pretty Girls."