‘Frailty’ (2001): One of the Scariest Psychological Thrillers Ever

Bill Paxton’s directorial debut is a masterpiece in suspense.

Matthew McConaughey starred in Frailty (2001), he had been friends with director Bill Paxton since they met on the set of U-571 (2000).

In 2001, Bill Paxton starred in his own directorial debut, Frailty, a deeply unsettling psychological thriller (and low-key family drama) about two brothers whose father has a vision that God asked him to destroy demons. The problem? The “demons” he believes he needs to “destroy” are ostensibly just random people.

The film starts out with the older of the brothers, Fenton Meiks (well acted by Texas native Matthew McConaughey), visiting an FBI agent in the present time to alert him that he believes his brother Adam (Levi Kreis) is the “God’s Hand” killer they are seeking. In a lengthy flashback to 1979, Fenton tells the story of how his life was forever changed one day when his father (Bill Paxton) announced that he had been visited by an angel who had given him and his sons the job of destroying demons. Soon after, he brings a woman to their home and kills her with an axe in front of his sons.

A single Hamm’s beer can from 1979 was used over and over, as it is the only one production could locate.

While Adam is young enough to accept his father’s story without question, Fenton is trapped in a living nightmare isolated from the outside world because the only adult in his life has become unreliable. For his lack of faith, Fenton’s father imprisons him in a hole beneath their shed. When he runs away and tells a local sheriff the story, the sheriff sides with his father and brings Fenton home. However, Fenton’s insistence that the sheriff look for clues ends with his father murdering the sheriff, upset because he had to murder a “person” and not a “demon.”

Frailty is clearly a movie of modest means. Where it thrives is in the uncertainty of its narrative, and its unique ability to capture the true terror of childhood, which is an almost total lack of agency in comparison with the adults who surround you. If you’re a sane child, surrounded by insane elders, what hope is there for you? Where can you possibly turn?

Jim Vorel, ABCs of Horror: “F” Is for Frailty (2001)

Warning, spoilers ahead: Fenton’s father reveals that an angel told him Fenton was a demon. During the family’s next attempt to destroy a demon, Fenton kills his father rather than the man his father insists is a demon. Adam then takes up the axe and kills their hostage. Back in the present, Fenton reveals to the FBI agent that he is actually Adam Meiks and the FBI agent appeared on his “list of demons.” A flashback reveals that the agent had previously murdered his own mother and that the other “demons” really were guilty of heinous crimes. Supernatural forces also seem to prevent Adam’s capture, and the FBI finds evidence in Fenton’s (who had been “destroyed” by Adam immediately prior to the events of the film) home to pin the “God’s Hand” murders on him. Adam returns to his life as a small-town Texas sheriff, expecting a child with his wife, without suspicion and free to continue “destroying demons.”

Some members of test audiences walked out when the first “demon” was revealed to be an average-looking woman.

Frailty is unrelentingly tense because of its unreliable narrator recalling events that either indicate psychosis overtaking his family or the existence of supernatural entities like angels and demons. Both options are terrifying and the film expertly gives just enough evidence for both options that the ending’s big reveal is shocking and satisfying. It’s hard to remember that this is Paxton’s directorial debut. It is a favorite of James Cameron, Sam Raimi, and Stephen King.

Here is the most interesting trivia and behind-the-scenes info about Frailty:

  1. If you didn’t notice, Bill Paxton’s character is never named. This contributes to the sense of isolation as we empathize with Fenton Meiks, completely cut off from the outside world as his father has become unreliable.

2. In his review of the film, Roger Ebert compared Bill Paxton’s character to the real-life story of Andrea Yates, a Texas mother who drowned her five children in a bathtub because she believed doing so would “save” them from Satan. Yates was suffering from severe postpartum depression, postpartum psychosis, and schizophrenia. She was originally convicted of murder, but a retrial found her not guilty by reason of insanity. She was subsequently committed to a high-security psychiatric facility.

3. In the director’s commentary, Paxton recalls working on a soundstage adjacent to the production of Legally Blonde (2001): “I would come out all covered with blood, and I’d see Reese Witherspoon in her pink Chanel outfits holding her poodle and just say, ‘Hey, how’s work going today?'”

The movie works in so many different ways that it continues to surprise us right until the end. It begins as a police procedural, seems for a time to be a puzzle like “The Usual Suspects,” reveals itself as a domestic terror film, evokes pity as well as horror, and reminded me of “The Rapture,” another film about a parent who is willing to sacrifice a child in order to follow the literal instructions of her faith.

Roger Ebert, Frailty

4. Writer Brent Hanley was inspired by The Night of the Hunter (1955) and American serial killer Joseph Kallinger, who murdered three people and tortured four families. He brought along his 12-year-old son.

One “clue” you might notice on the second watch is that in the very first scene when Matthew McConaughey’s character meets the FBI agent, he deftly avoids shaking hands (which would reveal the agent as a demon) by handing him a photo instead.

5. Bill Paxton has said that the reason the axe is named “Otis” is because he wanted the object to feel like a character with its own personality. He came up with the name while scouting locations when he offered a homeless man some money. When the man declined, Paxton instead offered to name a character in the film after him. The man’s name was Otis. Some viewers have speculated that “Otis” is also the name of Paxton’s character or that it is an acronym for “Only The Innocent Survive.”

6. Production could only find one Hamm’s beer can from 1979, so Paxton is drinking from the same can the entire film.

7. Bill Paxton, Matthew McConaughey, and Powers Boothe (the FBI agent) are all Texas natives.

8. Originally, Fenton and Adam were going to talk about seeing Alien (1979), but Paxton did not want to mention his own work in the film. The script was changed to have the boys talking about the movie The Warriors (1979) instead.

This was Vincent Chase, Paxton’s acting coach. The character of the same name in Entourage (played by Adrian Grenier) was named after the same man by Mark Wahlberg.

9. Paxton has said Frailty is a film that benefits from rewatches: “The first time you sit through Frailty you get pulled into the story kind of subjectively, and there’s this whole kind of creep factor. But on your second viewing there’s a lot of satisfaction as there are a lot of clues laid out in front of the viewer.”

10. The word “frailty” is never spoken in the film. Lion’s Gate wanted the film’s title to be God’s Hand.

Frailty to me was always about the frailty of perception, the frailty of morality, the frailty of right and wrong.

Brent Hanley, Frailty Writer’s Commentary

11. Because he didn’t want “a bunch of goths out there in the middle of the night digging around the rose garden,” Paxton chose to set the film in a fictional Texas town instead of a real place.

12. In test screenings, audience members walked out at the scene where Paxton brings a bound and gagged woman home to “destroy” her.

13. Paxton wanted to cast Powers Boothe as the FBI agent as soon as he read the script. They had met on Tombstone (1993), and Boothe remained one of Paxton’s favorite actors.

14. Matthew McConaughey gave the millipede, Curtis, his name.

15. In the final scene, you can see the actors who played young Fenton and Adam, Matt O’Leary and Jeremy Sumpter, riding on scooters in the present day. Paxton says the moment is supposed to feel like The Twilight Zone.

Young Fenton and Adam are barely visible in the bottom right corner as the film fades to black.

16. James Cameron suggested to Bill Paxton that the “demons” not be revealed in flashbacks until the film’s end. Originally, they were going to be shown when Paxton’s character first touched them. Cameron told Paxton, “You gotta remember film is so literal that you’re going to split the audience, and a lot of them are gonna believe that dad really is seeing all this stuff, and you don’t want that to happen because you want them to go with Fenton.”

Meet The Author

Chrissy Stockton

Chrissy is the co-founder of Creepy Catalog. She has over 10 years of experience writing about horror, a degree in philosophy and Reiki level II certification.

Chrissy Stockton