The late Bill Paxton was something of a Renaissance man. The Texas native got his start in movies as a set dresser, procuring props for Roger Corman. He dabbled in music, rather successfully, with his new wave band, Martini Ranch. On-screen, Paxton contained similar multitudes, playing crude bullies (Weird Science) and punk-rock vampires (Near Dark), chasing tornadoes (Twister) and romancing Shirley MacLaine (The Evening Star), and heroically not throttling Gloria Stuart after she jerked him around for three hours in Titanic. Paxton could do prestige HBO shows and silly kids’ movies, cowboy westerns and broad comedies. His sudden death in 2017 was a tragedy, cutting short a still-thriving career at the too-soon age of 61, and denying us all the pleasure of watching the actor bloom gracefully into more wizened roles like his hero, Clint Eastwood. But, arguably, Paxton had already lived enough lives for several men. 

By then, Paxton had also accomplished what he’d always set out to do: be a filmmaker, something he’d been dreaming of since he was making Super 8 movies in his Fort Worth hometown. In the early eighties, Bill Paxton acted in a couple of music videos and directed one that was picked up by Saturday Night Live and MTV. But Paxton’s directing ambitions were almost immediately waylaid by his successful acting career. It wasn’t until 1997 that Paxton would make his triumphant return to Texas as a proud movie producer, debuting his indie crime thriller, Traveller, at SXSW and talking like a budding mogul who was already plotting his next dozen projects. 

“This is my declaration of independence,” Paxton told Texas Monthly. From now on, Paxton said, he would just create his own movies, giving himself the opportunity to play the kinds of richly complex, “iconoclastic” characters that most interested him. “You play a dozen of these roles in your lifetime, you’ve got a shot at the Hall of Fame,” Paxton said.

You could argue that Paxton was already in the Hall of Fame, of course. (He is, after all, the only actor to have ever been killed by a Terminator, a Predator, and one of the Xenomorphs from Alien, which surely lands you in some Hollywood Valhalla.) But when watching Frailty, his feature-directing debut from 2002, you can also see what he meant. A lean psychological drama that’s tinged with Southern Gothic flair, Frailty stars Paxton as a widower raising his two young sons out in the wilds of East Texas. Paxton’s character, known only as “Dad,” is a decent, hardworking man who suddenly comes to believe that God has charged him with slaying demons who walk the earth disguised as ordinary humans. For this righteous mission, he recruits his boys, the thirteen-year-old Fenton and his little brother, Adam, to assist him. Their grim story unfolds in a flashback narrated by his son, now fully grown and played by Matthew McConaughey, as he reveals all to a Dallas FBI agent played by the late Texan actor Powers Boothe.

Frailty was an iconoclastic role, all right, verging on the blasphemous. Few filmmakers would ever dare to grapple with such thorny themes of Christian faith and fanaticism. Fewer still would have the guts to involve small children. As critic Roger Ebert noted in his glowing review, “Perhaps only a first-time director, an actor who does not depend on directing for his next job, would have had the nerve to make this movie.” 

Fortunately, Paxton had the moxie—as well as the Titanic money. But more importantly, as Paxton recalled in the film’s production notes, he also had the vision to recognize that Frailty wasn’t your standard jump-scare thriller or cheap religious right provocation. It’s disturbingly low-key and domestic, with an ambient terror that creeps in slowly. Much of the film’s horror is derived not from bloodshed but from the lingering ambiguity over whether Paxton’s character has truly been divinely touched, or if he’s just lost his mind. (Where the film ultimately comes down remains a subject of debate.) Paxton’s “Dad” remains a loving and attentive father throughout, even while he makes his sons complicit in kidnapping and murder. The most disconcerting thing about Frailty is its embrace of that moral complexity. “I was worried that a wild-eyed director would get hold of this material and sensationalize it just to shock people,” Paxton said at the time. “And that, to me, wouldn’t do the script justice.”

Bill Paxton Frailty 20th Anniversary
Bill Paxton as “Dad” in Frailty.Everett Collection

Instead, Paxton adopted a more classic, old Hollywood approach to Frailty, keeping its violence largely off-screen and implied. The influence of Alfred Hitchcock is deeply felt, not just in the twist-filled screenplay from Dallas native Brent Hanley, but also in Paxton’s clever use of close-ups. The camera gives us just enough—the arc of an axe blade, or the sudden shock that crosses someone’s face—to make it feel as though we’re seeing more than we are, which is all the more effective. (Like Hitchcock, Paxton also loves a good dissolve transition.) And although Paxton actually shot Frailty in California’s Sun Valley, he still conjures a sense of sun-dappled disquiet that feels native to East Texas’s Piney Woods, a jarringly naturalistic style that evokes the bloody secrets that lie buried in small towns.

Unsurprisingly, Paxton also got a lot out of his actors. When McConaughey filmed Frailty, he was just then entering the valley of romantic comedies; his hair still bears traces of the golden boy-band ringlets he wore in The Wedding Planner. Yet McConaughey’s performance is subdued and subtly unnerving, in a way that seems largely absent from his contemporary work. His character, haunted and benumbed, comes off like a younger precursor to his existentially weary role on True Detective, suggesting depths that would go largely untapped for the next decade-plus. (Although Paxton, not being stupid, also gives McConaughey a scene with his shirt off.)

Paxton drew similarly solid work out of the two boys, played by then-newcomers Matt O’Leary and Jeremy Sumpter (the future Friday Night Lights quarterback J. D. McCoy), as well as the always-great Powers Boothe. Yet Frailty rests almost entirely on Paxton’s own performance, which forces us to sympathize with a character who puts his own children through sheer, apocalyptic hell, but whose reasoning—and his abiding love for his kids—remains pure and sincere throughout. Like McConaughey, Paxton hadn’t played many roles like this before. Perhaps the closest was in 1998’s A Simple Plan, in which Paxton similarly portrayed an ostensibly “good” man who descends into darkness, all while hiding behind his own, increasingly twisted justifications. Yet Frailty uses Paxton’s inherent good ol’ boy affability to its greatest advantage. He’s neither monster nor madman here, which makes the evil he does all the more unsettling.

Frailty didn’t drum up much interest when it was released on April 12, 2002. It opened well below other, less ambiguous thrillers like Changing Lanes and Panic Room, and it was eventually bested by the Ryan Reynolds frat comedy Van Wilder before it quickly disappeared. It managed to score some positive critical reviews, as well as the ringing endorsement of Stephen King. But the film seemed destined to become an underappreciated cult gem, the kind of thing you stumble upon at the video store—or, today, on HBO Max—without any preconceptions, its obscurity allowing it to envelop and surprise. That’s not a bad legacy for any film, of course, and the fact that Frailty’s secrets haven’t been widely spoiled makes it ripe for constant rediscovery. 

Still, it’s a shame that it didn’t hit a little bigger—that it didn’t lead to a directing career for Paxton that rivaled his acting one, like he’d always wanted. Paxton did get to direct one more movie, the 2005 sports drama The Greatest Game Ever Played, which confirmed that his ability to craft a gripping narrative, even out of golf, was certainly no fluke. But Frailty remains a singular and, yes, iconoclastic achievement—from a guy who, thankfully, never stopped chasing them. 

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