- The Washington Times - Friday, April 12, 2002

Actor-director Bill Paxton says he was attracted to the horror thriller "Frailty" because it scared him witless.

Opening today, the movie features Mr. Paxton as a widowed Texas mechanic and father of two young boys who believes God has commanded him to execute a list of the wicked.

This homicidal sense of mission causes grave problems for the oldest son of the character, 13-year-old Fenton Meiks, portrayed by Matt O'Leary.

Mr. Paxton describes in a phone interview from Dallas where he was doing promotional work for the film the events that led to his feature directing debut with "Frailty," ostensibly set in small towns of West Texas. The film was actually shot in the Los Angeles area on a tight budget.

The first-time director says "Frailty" seemed a dubious project when overtures were first made to him, but he became convinced it had potential once he read the screenplay, written by fellow Texan Bret Hanley. "I couldn't stop thinking about it," Mr. Paxton says. "It seemed really original, in a Stephen King- 'Shining' kind of way. Then I began wondering, who should direct me in this part?

"There were going to be kids involved, so it had to be handled with kid gloves, or at least a certain degree of sensitivity. I had been looking for something to direct, so I went back to one of the producers, David Kirschner, and asked, 'Would you consider me?' He'd had the property for some time and was getting great feedback, but people seemed reluctant to commit because of the intense nature of the material."

Mr. Paxton recruited another Texan, Matthew McConaughey, to play a relatively small but pivotal role in the movie. The two had appeared in the submarine thriller "U-571" together. Mr. McConaughey was also familiar with screenwriter Hanley, having optioned one of his other unproduced scripts.

In "Frailty," Mr. McConaughey portrays a member of the haunted Meiks family who approaches an FBI agent (Powers Boothe) with information about the still unsolved crime wave started in 1979 by Dad Meiks. Incidentally, the lethal weapon of choice is an axe nicknamed Otis.

"Once we agreed to appear, we got a green light on 'Frailty' from Lions Gate. They were willing to take a risk with the material and me as a first-time director," Mr. Paxton says. "I got incredible autonomy, right through postproduction."

Of course, Lions Gate had also gotten Mr. Paxton's services at a bargain rate. "Oh, yeah, they didn't have to pay me to direct," he says. "For a year I wasn't generating much income, but it was a great experience for me. It was totally worth it."

Mr. Paxton says his own moviegoing youth might have inculcated "a bit of a macabre sensibility growing up down here." He ascribes it more to tagging along with his father than a Texas upbringing per se. "He took me to a lot of movies I was probably too young to see," the actor-director explains.

"One that made a really indelible impression was Robert Aldrich's 'HushHush, Sweet Charlotte.' I went with Dad and my older brother Bob, who ended up hiding behind the concession stand. I watched the whole thing from the front row. A lot of the violence in that was implied rather than shown, and I've tried to restore that tradition."

The elder Paxton brought the novels "The Lords of Discipline" and "A Simple Plan" to his son's attention. The movie version of "Lords" showcased the young actor in his first significant supporting role, almost 20 years ago. "A Simple Plan" led to one of the actor's most powerful performances, as a decent man drawn against his better judgment into a criminal conspiracy that loomed as a life sentence.

By the time "A Simple Plan" was released in 1998, Mr. Paxton had come a long way professionally. He began as a gofer and set dresser on Roger Corman productions in the late 1970s. While toiling at the Corman studio, he met a special effects model-maker and aspiring director of spectacle named James Cameron.

Mr. Paxton got his first big break as the most panicky and belligerent of the futuristic Marines in Mr. Cameron's "Aliens." The two were subsequently reunited for "True Lies" and "Titanic."

Meanwhile, Mr. Paxton was adding such major hits as "Apollo 13" and "Twister" to his resume. A somewhat specialized Cameron reunion is scheduled for later this year: a 3-D Imax documentary in which Mr. Paxton accompanies Mr. Cameron on submersible expeditions to the watery grave of the Titanic.

In talking about his new movie, Mr. Paxton says: "We worked very hard to create some surprises. There's a kind of parallel world that's hidden at first. A world ruled by a vengeful, omnipotent God. I always thought of the story more as a familial tragedy.

"I saw it in classic or neoclassic fantasy and horror terms. I love the thriller and suspense aspects of it. The writer was very inspired by Charles Laughton's movie of 'The Night of the Hunter,' which came out in the year I was born. Both films derive their power from the impotence of children in a precarious situation."

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