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