A Disturbing Horror Movie With Matthew McConaughey Marked Bill Paxton’s Directorial Debut

Fans of actor Bill Paxton — and we are legion — likely know that he made his directorial debut in 1980, helming the music video for Barnes & Barnes’ immortal classic “Fish Heads.” The video, made on a very, very low budget, featured Paxton as a buyer and enthusiast of the titular ichthyoid crania, shown throwing them a birthday party and generally enjoying their company. The video also featured a cameo from Dr. Demento, the famed Los Angeles DJ responsible for proliferating hundreds of well-known novelty hits, and for bringing “Weird Al” Yankovic to the world’s attention. Paxton was a weird, wonderful man who ran on the fringes. The fact that he became a well-known mainstream star is kind of wild. 

Paxton, of course, began appearing in feature films in the late 1970s and early 1980s, starring in notable genre films like “Butcher, Baker, Nightmare Maker” and “Mortuary.” Many likely first noticed him in 1984 when he played a tattooed punk in James Cameron’s “The Terminator.” He became a lucky charm to Cameron, and would also have notable roles in the director’s films “Aliens,” “True Lies,” and “Titanic.” He also turned up in other kooky films like “Brain Dead,” “Near Dark,” and “The Dark Backward.” He played supporting roles in thrillers like “Next of Kin,” “One False Move,” and “Trespass.” He would rotate through enormous Hollywood projects (“Apollo 13”) and strange experiments (“Boxing Helena”) contributing with enthusiasm and aplomb. When Paxton died in 2017, we lost a great talent. 

It also turns out that Paxton was a skilled director beyond music videos about fish heads. In 2001, Paxton made his feature directorial debut with “Frailty,” a scary, stern, penetrating drama about a crazed father (Paxton) who has convinced his two young sons (Matt O’Leary and Jeremy Sumpter) that he can see demons lurking inside of people … and that they need to be killed. “Frailty” is one of the best horror films of its year, and boasts great performances from the two lead kids, Paxton, and Matthew McConaughey, who plays one of the kids all grown up.

“Frailty” begins with the McConaughey character going to an FBI field office to admit that his recently deceased brother, Adam, is the main suspect in a recent spate of murders nicknamed the God’s Hand Killings. The film then flashes back to 1979 when brothers Adam and Fenton (Sumpter and O’Leary) were being raised in isolated poverty by their ultra-religious father (Paxton). One day, Dad (he is never named) announces that he has been visited by an Angel of the Lord, and that he has been tasked with tracking down and slaying demons on Earth. The demons, he says, are disguised as ordinary people, and only he will be able to see the evil lurking inside them. He also says that God is leading him toward tools of righteousness, and they just happen to be gloves, an axe, and a lead pipe. 

Audiences can see right away that Dad is suffering from an undiagnosed mental disorder, and that his sons are too young to reject his paranoid fantasies. It’s not long before Dad is kidnapping, “exorcising,” and murdering people in the kids’ presence. It’s up to the boys to bury the bodies. Fenton accepts that he can’t see the demons, but Adam soon announces that he can. In psychological terms, this is called folie à deux. 

As the murders continue, poor Fenton begins to fear that his father is merely a serial killer, or at the very least that his life is in danger. Dad keeps telling him that enduring the violence is a mere test of faith, and it’s a test Fenton is failing. There are several twists in the plot that I daren’t reveal, except to say that the murders of the past do indeed link directly to the God’s Hand Killings of the present. The FBI Agent listening to McConaughey’s story is played by Powers Boothe.

“Frailty” wasn’t a huge hit, making a mere $17.4 million on a budget of $11 million. It was, however, beloved by many of the people who saw it, and it has a passionate, ever-growing group of boosters to this day. At the time, critics were mixed, with Christy Lemire, writing for the Associate Press, citing the great performances, but feeling it didn’t go all the way with its themes of religious indoctrination. Stephen Hunter, writing for the Washington Post, felt that “Frailty” was a knockoff of “The Sixth Sense,” released the year prior, and that the story backed away from the realities of child abuse. He also felt that the twists in the plot were telegraphed too loudly, making the film’s final surprises underwhelming.

Overall, “Frailty” has only garnered a 75% approval rating on Rotten Tomatoes, but some critics were very high on it. Indeed, Roger Ebert gave the film four stars, feeling that the depiction of madness and abuse was indeed stirring, feeling that a mentally unbalanced father manipulates his children in a way that they cannot escape. Ebert didn’t call “Frailty” one of the best films of 2001, but it did face some serious competition that year (“Ghost World,” “Waking Life,” “In the Bedroom,” “Monster’s Ball,” “Wit,” “Mulholland Drive,” “A Beautiful Mind,” “Gosford Park,” “Innocence,” and “Black Hawk Down” were his top-10). 

For those looking to beef up their spooky-month marathons, “Frailty” is currently available on Starz, and it’s definitely worth a look. It functions both as a salacious serial killer potboiler as well as a penetrating drama about religion-based domestic abuse that many viewers may find all too relatable. Paxton only directed one other feature, the golf drama “The Greatest Game Ever Played.” That film was less impressive. It’s a pity, however, that he never had a chance to direct more.