Bill Paxton’s Directorial Debut “Frailty” is the Work of a Movie Veteran

Bill Paxton makes his directorial debut with this terrific horror film from 2001. The film sees a murderous father single out people who he believes to be demons with his two young sons caught in the middle…

Here is my (slightly amended) review of Bill Paxton’s Frailty which I wrote over a decade ago in 2002 as a fledgling film critic for DVD Times (now The Digital Fix).

frailty_bill-paxton_top10filmsBill Paxton, an underrated actor who has shone in a variety of minor and supporting roles throughout a career that spans almost forty years, makes his directorial debut with the slow-burning horror Frailty. The film features Matthew McConaughey as Fenton Meeks, a man who turns up at FBI agent Wesley Doyle’s office, claiming to have information about a serial killer known as the God’s Hand. When Fenton tells Doyle (Powers Boothe) that he knows exactly who did it, and that that person is in fact his younger brother, the FBI agent doesn’t believe him. Doyle laughs, “In a case like this, no one just walks through the door and tells you who the killer is, it just doesn’t happen that way.” So Fenton begins to tell the story of exactly why his brother could commit such crimes. His tale takes us back to 1979 where him and his brother’s happy existence with their father (Bill Paxton) in a quiet Texan town is abuptly changed forever. Suddenly, in the middle of the night, they are awoken by their father who explains to them he has had a vision from God, instructing him that demons walk among us, and that he must destroy them.

Horror films of the nineties struggled to get under audiences’ skin like those of old. Whether it is the failure of special effects and the reliance on those effects to instill fear in the audience, or the fact that scripts have become gradually more derivative, the horror genre has declined. There were two outstanding horror films in the 1990s – The Candyman was the first. It played upon the simplest of devices – say his name five times into a mirror and he will appear, his bloody hook burned into a bleeding stump. It worked because it didn’t rely on special effects and was backed up by a good script that worked on what all audiences could relate to and therefore be fearful of. The second film, The Blair Witch Project, arriving at the tail-end of the decade, had a grainy, cheap-quality video aesthetic that betrayed somewhat the genius, skill and effort that had gone into its production. Breaking the boundaries of what was real and what was not, the film documented the disappearance of three filmmakers using the very footage they filmed in their final days. Its cinema verite style made the unbelievable, very believable.


I mention these two films because Frailty slots in nicely behind them, as it is a superbly well made horror film, but it also truly gets the hairs raising up off the back of your neck. Bill Paxton directs as if he’s been doing it for years, but this is his first film as director. With cinematographer Bill Butler, they use the camera to its full potential in creating a sense of danger, of isolation, and of terror. Slow pans create brooding tension, while they use the dolly a lot to either put us right in the middle of the situation, or take us away from it, isolating us and putting us out in the lonely cold. Close-ups keep our attention focused, not letting us get a breather and keeping us in tune, listening intently to every word that is spoken.

Paxton also uses the score and sound effects well, never utilising them for cheap shocks. At times, the sound effects make you jump, but they have a narrative purpose and are used accordingly. The amount of bloodshed in this film is minimal and this works much more effectively than if the film had become a gore fest. Paxton expertly uses off-screen sound so that we rely on our imagination to tell us what is happening. Almost like a good horror book, what we imagine in our own minds is much more frightening than what someone puts on screen for us to see.

Paxton takes Brent Hanley’s terrific script and paints it in a dark, gothic style, cutting minor reality-check details. There’s not a wave of activity surrounding the disappearance of various people, and no one comes asking questions. The film is very much based on three major characters and we look upon this world, viewing only them. This is why they all have to be very well rounded individuals, and Hanley writes them excellently. Fenton, the kid who doesn’t believe his father’s preaching of demons, and talking to angels, struggles to come to terms with how his family has changed. The young Fenton, played by Matthew O’Leary is superbly cast and gives the kid an innocent feel, trapped in a situation he wants to get away from but in the same token, simply cannot get away from. Powers Boothe as the FBI agent, gives the film a wonderful fifties detective touch, with his careful wording and slow, meaningful deliberation.

Bill Paxton, Film actor and director, Top 10 Films

The stand out though is Bill Paxton, who could have been forgiven if he was a little off par given the fact he’s directing too, but shows yet again, that he can pull off a man that doesn’t wear a military uniform who spouts off one-liners holding a powerful machine gun. Here, the brawn and physical power is still there but it is restrained. Paxton plays the man as the perfect father, but a father that is possessed by his religion and his beliefs. He can be ‘loving’ one minute, ‘killing’ the next. The actor gives the character credibility in that you never get the feeling that the perfect father and ‘demon slayer’ are two different people. What we see is the same man; a man doing what he believes is the right thing to do whether it be disciplining his children, or wielding an axe above a tied-up woman screaming for her life.

Frailty is a brilliant film, and while it isn’t perfect, it is one of the best American horror films of the past two decades. The film sports a terrific debut behind the camera by Bill Paxton as well as one of his best turns in front of it. Writer Brent Hanley has certainly made his presence known in Hollywood after this film, as has the young Matthew O’Leary. Paxton has every reason to be proud of his efforts here.


Written by Daniel Stephens

frailty_bill-paxton_top10filmsDirected by: Bill Paxton
Written by: Brent Hanley
Starring: Bill Paxton, Matthew McConaughey, Powers Boothe, Matt O’Leary, Jeremy Sumpter, Levi Kreis
Released: 2001 / Genre: Horror / Country: USA / IMDB
More reviews: Latest | Archive
About the Author
Editor of Top 10 Films, Dan Stephens is usually found pondering his next list. An unhealthy love of 1980s Hollywood sees most of his top 10s involving a time-travelling DeLorean and an adventurous archaeologist going by the name Indiana.

Related Posts

  1. Avatar
    jackdeth72 Reply

    Hi, Dan:

    Excellent choice With ‘Frailty’!

    Paxton tells a story well. Especially from the kids’ point of view. While keeping the tension noticeably taut through Mr. McConaughey’s laid back, near serene performance opposite Powers Boothe.

    Mr. Paxton also one of the few directors to get a decent and worthy performance out Shia LaBoeuf as a caddy turned amateur golfer in Paxton’s later ‘The Greatest Game Ever Played’.

  2. Avatar
    Evan Crean Reply

    Actually hadn’t heard of this film before and I didn’t know that Paxton had done any directing. Sounds fascinating and I’m anxious to see how Paxton does behind the camera. I’ve always thought he was an underrated actor. I’ll definitely add Frailty to my watchlist.

  3. Avatar
    Mark Reply

    Good piece on a film which deserves some greater exposure …. I didn’t think Bill was off-par at all; I thought it was/is one of his best performances. Simply put, once he goes over the rails, he’s genuinely terrifying.

  4. Avatar
    Dan Grant Reply

    It seems like we really do share the same brain at times. Frailty is very under appreciated as is Paxton. It’s too bad he didn’t direct more films because his debut is nothing short of sensational.

Leave a Reply