The Best Movies You've (Probably) Never Heard Of


April 2017

FRAILTY (2002)

The Best Movies You've (Probably) Never Heard Of


WARNING: This article contains spoilers.

Just before this years Academy Award ceremony on February 26th the world received news that the industry lost both a fine actor and by all accounts a great guy, Bill Paxton. His family will have to wait until next year to see him listed in the ceremonies “In Memorandum” montage but a clearly shaken Jennifer Aniston made sure to give him a shout out before the video started.

Bill Paxton was born in Fort Worth, Texas on May 17, 1955. He was raised Roman Catholic, a bit of an anomaly in the Dallas metro area at the time. A photograph exists of an eight year old Paxton being hoisted up to see President John F. Kennedy arrive at Love Field Airport on that fateful day on November 22, 1963. Within an hour he would learn that the President had been shot. The photograph is…

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FRAILTY (2002)

Source: FRAILTY (2002)

FRAILTY (2002)



WARNING: This article contains spoilers.

Just before this years Academy Award ceremony on February 26th the world received news that the industry lost both a fine actor and by all accounts a great guy, Bill Paxton. His family will have to wait until next year to see him listed in the ceremonies “In Memorandum” montage but a clearly shaken Jennifer Aniston made sure to give him a shout out before the video started.

Bill Paxton was born in Fort Worth, Texas on May 17, 1955. He was raised Roman Catholic, a bit of an anomaly in the Dallas metro area at the time. A photograph exists of an eight year old Paxton being hoisted up to see President John F. Kennedy arrive at Love Field Airport on that fateful day on November 22, 1963. Within an hour he would learn that the President had been shot. The photograph is now on display at the museum in the on the sixth floor of the Dallas Book Depository.

Paxton moved to Hollywood in order to forge an acting career. He would never become a superstar like Tom Hanks, Mel Gibson or Denzel Washington but he found work. He had small roles in such films as Stripes, Weird Science and Commando. In 1984 he had a small role in The Terminator. This film led to a long personal and professional collaboration with James Cameron. He later gave Paxton one of the lead roles in Aliens and The Abyss. Bill had a very funny role in True Lies as a would-be ladies man who turns out to have a problem with incontinence. In Titanic he had the relatively small but pivotal role as the undersea explorer who leads a diving crew down to the undersea wreckage of the doomed vessel to retrieve what they hope will be the Heart of the Ocean, the blue diamond and one of Hollywood’s great McGuffin’s that set the wheels in motion for what would go on to be the biggest hit in Hollywood history. Paxton later also narrated James Cameron’s documentary about the Titanic wreckage called Ghost of the Abyss.

Along with his many credits in James Cameron films Paxton gave memorable performances as Morgan Earp in Tombstone, Frank James in Frank and Jesse, astronaut Fred Haise in Apollo 13. Like a number of film actors of a certain age he was the beneficiary of the new renaissance in TV dramas when he played Bill Hendrickson as the patriarch of a polygamous family in the HBO series Big Love. I must confess that I had never seen the show. After Paxton’s death I decided to check it out. I’ve been binge watching it ever since. Paxton again played a real-life figure from American history in the mini-series The Hatfield’s and the McCoy’s playing he patriarch of the McCoy clan. Recently he was cast in a TV version of the movie Training Day. The show received terrible reviews and dismal ratings so it was unlikely that CBS would have renewed it. Paxton’s untimely death certainly sealed the shows fate.

Immediately after his death I wrote a short post about Paxton studying film production at NYU and that he originally wanted to be a film director. In 1980 a novelty band recorded an odd song called “Fish Heads” and Paxton made a short film (the term “music video” was not yet widely used) that aired on Saturday Night Live and on Mtv from time to time. You can the film at this link:

Paxton continued to occasionally direct music videos in-between acting gigs. These included Pat Benatar’s “Shadow’s in the Night”, Now Order’s “Touched by the Hand of God” and “Eat You Alive” by Limp Bizkit. It wasn’t until 2001 when Paxton finally got the chance to direct a feature film. It was only a modes success, grossing about $17 million but boy, was it something!

Frailty was the work of first time screenwriter Brent Hanley. Like Paxton he was a native of East Texas. He claimed that the idea for Frailty came from “growing up in the buckle of the Bible Belt and reading a lot of Stephen King.” The producer of the film was David Kirschner, a man who made a name for himself by first producing the animated film An American Tale and also the very lucrative Child’s Play horror film series.

Frailty begins with an FBI agent (character actor Powers Booth, who worked with Paxton on the film Tombstone) returning to his office and seeing an ambulance parked outside of his bureau headquarters. Sitting in his office is a young man in his thirties who introduces himself as Fenton Meiks (Matthew McConaughey). He tells the agent that he knows who the “God’s Hand Killer” is. Apparently there has been a very active serial killer in the Lone-Star State whom the agent has been trying to apprehend, albeit with no success. Meiks tells him that it’s his younger brother Adam. Only hours before Fenton got a call from his brother right before he shot himself. Before Fenton could report Adam he needed to keep a promise and burry him back in his hometown of Thurman. Then and only then could he reveal where Adam buried his victims. The agent is naturally skeptical but he decides to indulge Fenton. He gives Fenton a pair of handcuffs and places him in the back of a squad car. The two of them drive off while Fenton begins to tell about his very unusual childhood (thankfully, he’s a lot less cryptic then he is in those Lincoln ads).

The story flashes back to the late-seventies. Fenton and his younger brother Adam (Matt O’Leary and Jeremy Sumpter) are heading home from school in the town of Thurmond, which looks like it could be a Norman Rockwell painting. They live in a small, non-descript house that has one eccentricity. It’s located right next to a rather big public rose garden.

We learn that their father, played by Paxton and known only as “Dad”, works as a mechanic in a nearby town. Their mother died while giving birth to Adam. Despite this fact they seem like a perfectly happy family. As often happens in such a dynamic, Fenton has to step up and take on some extra responsibility. He’s shown cooking dinner while Adam watches TV. Dad comes home from work and by all accounts seems to be a cheerful, loving father.

Then one day everything changes.

While the boys are asleep in their room Dad barges in and tells them that he’s just had a vision. An angel came to him in his sleep and told him that God has a mission for him and his sons. Essentially, the three of them are going to hunt down demons and cast them back down into Hell. Adam is scared when he first hears this but being so young and impressionable he believes every word of it. Fenton on the other hand just looks at his Dad in disbelief.

The next day things seem to have returned to normal. Dad wakes the boys up and takes them to school. But just as they exit his car (an El Camino. Go figure) he tells them not to tell anyone about the angel. “I won’t” says Adam as he scampers off to class. Fenton can’t believe what he hears. It wasn’t a dream after all.

Dad starts to come home with “tools” and “weapons” to fight demons. These include a lead pipe and a pair of work gloves. Latter he shows up with a double bladed axe. This is starting to get to be too much for Fenton.

There have always been two different schools of thought when it comes to dealing with the supernatural in movies. On the one had the magic of makeup and special effects allows filmmakers to realize all kinds of monsters and creatures, be they Dracula, the Frankenstein monster, Godzilla, you name it. But there’s another school of thought that argues that it’s better NOT to show any monster and let the audience imagine the horror. Prime examples of this school of though include Val Lewton’s film Cat People, Roman Polanski’s Rosemary’s Baby and some of M. Night Shyamalan’s better films. Bill Paxton clearly leans towards the latter in Frailty. When he has his “visions” they’re very abstract. The first time he sees the “angel” all we see is a white light hit a trophy on Dad’s mantel. When he discovers the axe we see a heavenly white light hit an abandon barn. There is one vision that is a bit more literal then the others. Dad is working underneath a car at the shop. The undercarriage rises up and morphs into a cathedral. We then see an angel (that looks a lot like Matthew McConaughey) fly towards him wearing a suit of armor and wielding a flaming sword.

It is at this point that Dad puts Gods plan into action. Fenton returns home one day and sees that Dad has compiled a list of “demons”. “Dad, these are peoples names,” Fenton protests. “No son,” Dad answers. “They’re demons.”

A short while later Fenton is wakes up to the sound of his Dad driving up. He goes outside and sees that his old man has abducted a blonde woman (Cynthia Ettinger), tied up and gaged with mascara running down her face. He calls Fenton and Adam into his tool shed. In a flashback sequence we see him arriving at her house (“even though he had never been there before he had no trouble finding it,” says the grown up Fenton in voice-over. “God showed him the way.”) When he sees the woman leave her house he calls out her name, “Cynthia Harbridge?” When she responds he clobbers her with the lead pipe. Back at the shed he removes his work gloves and touches her arm. Dad becomes paralyzed with fright. Fenton just looks on in disbelief. Dad then picks up the axe and brings it down on her.

Later in the rose garden the three of them bury her dismembered body. “Didn’t you see she was a demon son?” Dad asks Fenton. “I saw it Dad,” answers Adam with all the enthusiasm of a young boy eager to please his old man. Fenton isn’t buying it. He knows his Dad is crazy.

A second “demon” is sent back to hell. Fenton still doesn’t have any faith. So Dad is going to teach him some.

He wakes his son up one morning and has him dig a hole ten feet deep. “Pray for a miracle,” he tells his boy. Fenton doesn’t. He now hates his father and God. “He might be able to make me dig this stupid hole but he can’t make me pray!” Once the hole is dug they move Dad’s tool shed on top of it. Now they have their dungeon.

After abducting a third victim, Fenton runs away. He heads to the local police station and tells the sheriff (Luke Askew). He takes Fenton home, sits down with Dad and tells him Fenton’s wild story. “Of course I don’t believe a word of it,” the sheriff assures Dad. Fenton convinces him to check out the cellar. When they arrive there is no body or any sign of carnage to be found. Just as the sheriff walks up the cellar stairs Dad hits him over the head with the pipe. He then raises his axe. “May God welcome you,” he says before killing the sheriff.

Fenton, Adam and Dad bury the cop in the rose garden. “I’ve never killed another human being before,” Dad weeps. “I’ve seen you kill plenty,” Fenton retorts. Dad nearly loses it and raises his ask. Thankfully Adam intervenes.
*******************************Spoiler Alert****************************************


It’s at this point that Frailty begins to take an unusual turn. Dad tells Fenton that the angel told him that Fenton was a demon. Dad doesn’t believe it though. He tenderly touches the boy’s face. He won’t destroy his son. He’ll instead make him see the light.

And so he locks Fenton down in the cellar. Only when he has a vision and accepts his fate will Dad let him out. Finally, after several weeks of being locked in that dungeon Fenton says that he received a vision. He’s ready to fulfill his destiny.

Once again God gives Dad the name of a demon. They abduct him and bring him back to their layer. Fenton is given the axe. He knows what he has to do. And so he raises the instrument of destruction and uses it….to kill his father!

By this time Matthew McConaughey and the FBI agent have arrived at the rose garden. He then tells the officer of a promise he made. We flash back to the two boys burring their father.

Fenton: Adam, if you ever destroy me, promise that you’ll bury me here in the rose garden.

Adam: I promise to God I’ll bury you here.


That’s when the agent learns that Matthew McConaughey is actually Adam, the younger brother. The God’s Hand killer was indeed Fenton. Adam was just waiting for God to put him on his list in order to destroy him. “Do you believe all this?” asks the agent. “I’ve always believed,” Adam answers. We then flashback to see the very “demons” that Adam saw (and that Fenton couldn’t see) when Dad laid his hands on his victims. No, we don’t see any horned goblin but rather the wicked deeds that they have done. One poisoned her husband, one abducted children and one date rapes a girl. Adam then places his hand on the agent. Turns out that he’s a demon too and murdered his mother in a most gruesome manner.

I like horror movies but I’ve often said that they were the Chicago Cubs of movie genres. So few winners. But every now and then they play a great game and last year they won the World Series.

I do love the old Universal horror films of the thirties and forties but I can’t say that they ever really scared me except when I was a little kid. I still think they’re fun and unlike the bad guys in the endless parade of slasher films that have been churned out since the early eighties, those creatures at least have a personality. But when it comes to horror movies that were really scary, by which I mean horrifying, for my money that golden age roughly spanned the years 1968 through 1980. It was in these years that horror movies were starting to be treated with at least a modicum of seriousness and major directors and actors were appearing in Rosemary’s Baby, The Exorcist, The Omen and The Shining while some great low-budget gems like Night of the Living Dead, The Texas Chainsaw Massacre and Halloween were movies that really, really frightening.

What made these films so effective? Well, for one thing they tended to take place in natural surroundings. Much as I love the old studio bound haunted house movies and the German Expressionist films that inspired them it’s pretty hard to look at them and think, “This could happen in real life.” You can’t say the same about Rosemary’s Baby, a film about devil worshipers in contemporary New York. Or Halloween, which takes place in a Midwestern suburb. The Exorcist may have had some pretty dazzling make-up effects but it was the naturalism of the world around it that made it all seem so palpable. Even Night of the Living Dead. I don’t believe in zombies but George Romero came up with such a natural, almost documentary like way of shooting his fright fest that it all seems like something that’s just happening right before our eyes.

Another important ingredient, at least when it comes to the major studio releases is that you had some real world-class actors appearing in these films. Of course there were actors like Boris Karloff, Bela Lugosi and Vincent Price who absolutely relished their roles and were a joy to behold. I’m not the biggest fan of the Nightmare on Elm Street franchise but I gotta hand it to Robert Englund, he dives into his role as Freddy Kruger no matter how often he’s had to play that burnt up child molester.

But who the hell remembers Colin Clive, who played Dr. Frankenstein? Or how about David Manners who played John Harker opposite Lugosi in Dracula? The classic horror films of the thirties and forties are hardly textbook examples of the Stanaslavsky method (one example of superb natural acting in a horror film would be Lon Chaney, Jr. who starred in The Wolf Man. Yes, he made a terrific canine monster but what made the performance so much more believable was his incredibly natural, tortured performance when he wasn’t the werewolf).

Frailty is wisely set in a very believable East Texas community. It’s an impressionistic setting to be sure. At first the town is portrayed as this bygone, halcyon world of yesteryear. Slowly but surely the color pallet grows darker and the shadows more ominous. Bill Paxton was certainly blessed to have veteran cinematographer Bill Butler behind the camera. In a still active career that spans over forty years, Butler has shot such suspense films as The Conversation and Jaws as well as the musicals such as Grease and comedies like Stripes. Since the latter was one of Bill Paxton’s earliest credits it’s safe to assume that he first met Butler on that film. Butler was also the director of photography on the first Child’s Play film, so obviously he and producer Brent Hanley knew each other well. For those of you who enjoy the technical aspects of moviemaking you’ll want to check out the DVD featurette (which can also be seen on YouTube for those of you who wish to stream the movie) which shows how Butler was able to light the process shot of McConaughey and Powers Booth driving in a rainstorm. Driving scenes are notoriously difficult to shoot while on location and process shots so often look fake. Not in Frailty. Paxton himself likened watching Butler work to watching Zubin Mehta conduct.

Something else I love about Frailty is that it taps into some things that I for one find genuinely terrifying – the notion that one of your parents would go crazy and the dark side of religious dogma. I for one didn’t have a very religious background and I can promise you that eternal salvation or damnation are two things that I don’t concern myself with on a daily basis. Still, I was more or less raised to believe that there was a loving, all powerful benevolent God in Heaven and an evil Satan in Hell. With Easter coming up it’s easy to just concentrate on the colored eggs and bunnies but there’s no light without dark. Films like Rosemary’s Baby, The Exorcist and The Omen all tapped into the Biblical teachings that Satan is real, that demonic possession is a possibility and that an anti-Christ will some day materialize. There are some people in extremely orthodox religious sects for whom this is a day-to-day concern. But not for most of us. The fact that the above three films all deal with Satanism affecting the lives of secular people and the ability to make it believable is what I found really terrifying. Other films that also tap into our primordial fears are often rooted in something quite real. Halloween is quite simply about the bogyman stalking the babysitter. Sounds kind of crazy but the idea of being stalked by anyone is quite terrifying. Not everyone liked The Blair Witch Project but I did. The idea of being lost in the woods and hearing weird sounds and stumbling upon manmade things that I don’t understand, that to me is scary. My apologies to all those who loved The Ring but for my money watching a videotape and then dying a few days later is not something I’m afraid of.

Going back to the Stephen King connection, the film that Frailty is probably most indebted to is The Shining. A lot of Stephen King fans, and Stephen King himself, didn’t like Kubrick’s adaptation because of the liberties that were taken. In the novel the hotel that the family stays in is clearly haunted and the protagonist is basically a good man and the demons of the hotel are more a metaphor for his alcoholism. Kubrick opted to keep the audiences guessing until the very last frame as to whether or not the hotel was really haunted or that the family was just going crazy because of their claustrophobia. In Frailty we of course think that Dad is crazy and are thrown for a loop when we discover that it was all true all along. As in the Kubrick film, the Dad in Frailty uses an axe to dispose of his victims (this was another thing that angered King and his die-hard fans. In the book Jack Torrance’s weapon of choice was an oversized croquet mallet). For my money the idea that your parent or guardian, the person who you rely on to protect and care for you, would one day go crazy and turn against you is just about the most frightening thing I can think of.

Much of the credit for Frailty, and indeed any film that works, goes to the actors. Both John Houston and Martin Scorsese have said that directing is ninety percent casting. Think about that for a second. It doesn’t matter how great a script you have, how fine a director and production crew and how large a budget, if you don’t cast the movie right then it’s doomed to fail. Every great actor has one or two movies that they weren’t very good in. A professional actor will give every role he or she plays their all. It’s not that their acting was “bad” in one particular movie but just that they weren’t cast in the right role.

People from all aspects of film production have made good directors, be they producers, writers, cinematographers, editors, production designers, you name it.

Many actors do make fine directors partly because they instinctually know who will be right in a role and whom they can act off of. Certainly Paxton was on the money casting fellow transplanted Texans in the film. Frailty was actually shot in Southern California. I’ve only ever driven through Texas but I’ve certainly known a lot of people from Texas. Their authenticity makes me feel like I’ve lived there my whole life.

In many ways the success or failure of the film was dependent on casting the boy as children. It’s always hard to find kids who can act natural and not come across as coy and phony. Paxton hit the nail on the head with Matt O’Leary and Jeremy Sumpter. Both play their roles perfectly. Sumpter is a cute kid but he’s cute in the way that kids are in real life. One of the merciful moments of comic relief comes when little Adam says that God spoke to him and gave him his own list. He hands Dad a piece of construction paper. “Isn’t he that kid who’s been picking on you at school?” Dad asks about the name scribbled in crayon. “He’s a demon,” says Adam with an impish smile. Hey, you can’t blame a kid for trying. Both boys have grown up to be professional actors.

It’s a shame that Frailty wasn’t a bigger hit but in one way it was a blessing. No movie genre has produced more pointless sequels then the horror genre. It doesn’t matter how many times they kill Jason, Freddy, Michael Meyers or Chucky, they come up with some lame reason to bring them back so they can add to their body count. I don’t think I’ve ever seen a good sequel to a horror film. I don’t even like The Bride of Frankenstein. I went back to look at it not too long ago only to discover that it’s basically the template for every lame horror sequel ever made (Dr. Frankenstein and the monster didn’t really burn up in that windmill). Frailty was spared that indignity.

Paxton only directed one other movie, a golf film called The Greatest Game Ever Played. I’m surprised that he didn’t direct any episodes of Big Love. Whether he could have become a full time director like Clint Eastwood I’m not sure but he certainly knew what he was doing. Paxton still looked and seemed pretty young when he was pushing sixty and lord knows that a person in his or her sixties can’t really be called elderly anymore. It’s easy to see Paxton acting well into his golden years. Alas, those are performances we’ll never be able to see.

Frailty is streaming on Netflix.


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