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The legacy of actor and filmmaker Bill Paxton and his horror masterpiece “Frailty”

With the sudden tragic passing of one of America’s most beloved actors, Bill Paxton, I feel it’s only right to take a look at his unprecedented 2001 religious masterwork, Frailty. This film is labeled as a crime thriller. Although, to most, it’s notably regarded as a no holds barred, axe to the throat horror film. Intelligent and remarkably directed, Frailty is exuberant, with a rich penchant for darkness.

FRAILTY, Bill Paxton, 2002


The son of Mary Lou (Gray) and John Paxton, Bill was born in Fort Worth, Texas on May 17th, 1955. His father, John, was an actor and producer known for his smaller roles in such films as Brain Dead (1990), A Simple Plan (1998) and Drag Me to Hell (2009). At the age of 18, Bill moved to Los Angles, California, where he managed to pinch a job working as a set dresser for Roger Corman’s New World Pictures.

Paxton landed his first film role in the Roger Corman film, Crazy Mama (1975). The role was such a small part however, that he wound up uncredited. At the age of 21 he attended New York University to study under the world class actress acting teacher, Stella Adler, leaving a mere two years later, claiming he didn’t see a point in getting a degree that he’d really never need to put on a resume. In 1980, Paxton wrote, produced and directed the Barnes and Barnes short film/music video Fish Heads, which aired on Saturday Night Live, December 6th of that year.

Paxton’s big break came in the form of the lead role in the critically acclaimed film, One False Move (1992), playing Police Chief Dale “Hurricane” Dixon. That role would put him on a path that would lead to an illustrious, prominent career spanning across four decades. Throughout his career he has appeared in a number of Blockbuster films like The Terminator (1984), Aliens (1986), and Predator 2 (1990). A fun side note, Paxton is one of only two actors to be killed by a Terminator, Alien and Predator. Bill’s good friend and horror alum, Lance Henriksen being the other.

Originally, Paxton was offered the role of Lt. Proctor in Police Academy 2: Their First Assignment. He ultimately turned it down though, due to being required to sign on for the following sequels and his unwillingness to be anchored down. Turning down the role seemed to be a blessing in disguise, however, as he wound up grabbing a role in James Cameron’s film, Aliens, playing Private Hudson. It is a role that no one will soon forget, as Bill delivered the memorable lines “We’re all gonna die, man”, “Game over, man. Game over!” and of course “Hey Ripley, don’t worry. Me and my squad of ultimate badasses will protect you!”

The proverbial backbone of the film industry, Paxton seemed to have had a knack for playing characters who’d meet their unfortunate end before the credits sequence. Given the nickname Wild Bill by his peers and fellow actors, Paxton was known for his erratic sense of humor and love of elaborate pranks. In 2006, Paxton landed a spot on the show “Big Love”, playing the polygamist Bill Henrickson, garnering him three Golden Globe nominations for Best Actor in a Television Series Drama. Paxton’s single Emmy nomination came from his role in the western mini-series, “Hatfields and McCoys” (2012), in which he played the leader of the McCoys, Randolph “Randall” McCoy.


Frailty is the first of only two films Paxton directed, the other being his golf film entitled The Greatest Game Ever Played (2005) in which his son James Paxton was cast as the younger version of the main antagonist. His last role before passing, was that of character Detective Frank Roarke in the television series Training Day, a spinoff of the Antoine Fuqua film. Paxton also managed to snag a spot as one of the characters in the Exo Zombie mode of the video game “Call of Duty: Advanced Warfare”, something that melted my horror heart.

FRAILTY is dazzling, brow raising and completely original. The savage mood set at the beginning, delivers warnings of the films powerful impact and morbidly curious story. Frailty sucks you in and entangles you in a vigorous, tongue in cheek story of good versus evil and God versus the Devil. FRAILTY also dabs on the bond between father and son, and the dysfunctional family issues that prod a number of households worldwide.


The 2001 film stars Matthew McConaughey, Powers Booth, and of course the film’s director Bill Paxton, who plays the father, credited under the name Dad Meiks. The story begins when Fenton Meiks (McConaughey) mysteriously shows up at an FBI office asking to speak to the person in charge of the God’s Hand Killer case, FBI Agent Wesley Doyle (Booth). From there, Fenton unravels an unbelievable, elaborate tale of murder and mayhem confined specifically to his family.

The story tells of Dad Meiks (Paxton) coming home one day, claiming to have spoken to God. He avowed that God had given him a list of demons names that are living quietly amongst society, carrying out the Devil’s work. Dad Meiks informs his sons, Adam and Fenton, that God has chosen them to be his wrath on earth. They have been selectively chosen to carry out God’s plan and will continue to receive lists of “Demons” to be disposed of until God’s will is done.


Dad Meiks procures to his sons that God will guide them and supply them with three special weapons to help assist their mission along the way. The three weapons combined, aid and protect them from potential mishaps as the family sinks their teeth into the demon killing business. At first, older brother Fenton is reluctant to take part, thinking his father has gone cuckoo and is actually killing innocent people he make believes are demons. However, after a series of punishments, Fenton reluctantly falls victim to his their ways and succumbs to his family’s dark side.

The performances in this film are unmatched. Three very strong actors give this film a likability quality and a tenable realness that’s hard to spot in a lot of films. Paxton’s performance in this film, to me, is one of, if not his best, he’s ever put forth. It is something that is ridiculously hard to accomplish when you’re also the one putting the work in behind the camera as the director. Sadly, Bill Paxton’s lone directed horror film leaves us wanting more from the late and great legend.


The writing for this film is exquisite, soaring high like a vulture stalking its prey and the cinematography is like a delightful breeze on a sunny day. The sound was imposing, and the music offered a disquieting, baleful score that operated perfectly in tandem with the film. The look and feel of this film is beautifully gritty and tenacious, and the sets appeared as if they’d always been a fixture, just waiting to be absorbed by the right imagination.

The only thing I didn’t like that caught my eye, was that the character of FBI Agent Wesley Doyle did not appear to resemble that of an actual FBI Agent. This minor detail is not really an issue however, as the story flows like a fine wine nonetheless. I’d just like to see the appearance equate with such a strong performance, making the film more concise and well rounded.


The subject of struggling with one’s own beliefs in a higher power, is a trouble that is hard to cope with. You want to believe in a meaningful and righteous, overseeing power that guides you and has your best interests at heart. However, that isn’t an attainable outcome for some and they are left in disbelief, which is exactly what happened to the character of Fenton Meiks. Sometimes belief is accepting what you cannot seem to accept, and sometimes the answer you’re seeking is not the answer you want.

FRAILTY dares you to put some stock in belief. To believe in yourself and others, sometimes taking the backseat to the things you can’t fathom. There is a deep seed in us all that wants to do what’s good and right, and therein lies the conundrum. Adam believed in what his father had told him. There are demons on earth that God specifically wanted them to take care of. Whereas on the other hand, Fenton simply could not accept and share in the same belief that his younger brother and dad had.


In life you have to choose and forge your own path, and do what satisfies your id. You have to go full throttle ahead with what you believe in and have faith that it will go the way it’s all supposed to.

Paxton’s childhood bout with rheumatic fever unfortunately left him with heart damage, which is more than likely the reason for his passing, and sadly the way his cards were meant to fall. However, his acting will forever hold a special place in the horror community and in our hearts.

Overall this film is a fantastic voyage into the unknown, with an ending that is sure shock you right out of your chair. This film receives 2.5 out of 3 scratches on the Monster rating scale. Frailty will live on like a blade in our horror hearts and is a great portal into the life of the former Bill Paxton. So if you’re looking for a great Bill Paxton remembrance or just a solid horror film in general, check this one out. It’s a sure winner.


5 Records

  1. on March 24, 2017 at 7:23 pm
    RJ Cusyk wrote:

    Frailty is one of my favorite Bill Paxton movies and I feel it is criminally underrated. I remember seeing it as a teenager and really enjoying it. I seriously thought I wouldn’t like it as much as an adult but it still held up for me. I’m so happy to see awareness brought to this hidden gem.

  2. on August 28, 2018 at 6:36 pm
    Randal Feemster wrote:

    I was blessed to work on several features with Bill from Twister through Frailty. From the same part of the country, same age, and work ethic, we worked well together and became friends who stayed in touch a few times a year until his unexpected passing. He had just sent our daughter a short sweet note for her wedding a few months prior.

    Despite the many large features and TV I worked, Frailty is the single most enjoyable and rewarding project I worked on. Bill was kind enough to ask for me by name as his camera operator for Frailty. It was a wonderfully collaborative experience, often filled with laughter as Bill was in high spirits. Bill told me that if he had it to do again, he probably would not try to direct and play the lead role. I’d say he did just fine. FYI, the extras on the Blu-ray give excellent insight to how Bill approached and executed Frailty.

    We miss you, pal. Give Otis hell.

    Randal Feemster, SOC


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