In 2001, beloved actor Bill Paxton already had classic roles in legendary films like Aliens and Tombstone in his rearview mirror. A man known by audiences as one of the best character actors to ever grace a screen. But also, an actor who could take any situation… no matter how outlandish… and ground it in reality. Because he had the aura of the everyday man. A dude’s dude. Known by some in the plain lands as “The Extreme.” Or by others as the sleazy car salesman who tried to bang Arnold’s wife. It was at this point in his career that Paxton came across a role so nuanced that he knew there was only one way to handle it correctly. He would, for the first time in his career, have to direct the feature film himself. Paxton was about to use that loveable, regular Joe persona and put us all at ease. Before hacking us up into tiny little bits and burying us in the Rose Garden. You know…for Jesus. This is what happened to Frailty….

Like most memorable originals, Frailty (watch it HERE) started with a great script. As Producer David Kirschner, whose credits include Child’s Play and Hocus Pocus, explains it, writer Brent Hanley’s life wasn’t going so hot at the time. Kirschner said, “They were living in Tyler, TX which is where the story takes place. He turned to his wife, Faith….which sounds like it’s something from the movie….and said, ‘Baby we gotta get out of here or we’re going to die.’” And so, they did. Hanley and his wife moved to Boston. He joined the writing program at Emery, where Frailty was born. A title that on the surface had nothing specific to do with the movie, yet everything at the same time. As Hanley put it “Frailty to me was always about the frailty of perception, the frailty of morality, the frailty of right and wrong.”

The film is a horror/thriller/mystery involving a simple God-fearing man only known in the film as “Dad” and his two young boys, Fenton and Adam. They all live out a peaceful, small-town Texas existence until one night it instantly comes crashing down. Dad wakes them up and tells them he’s been visited by an Angel. The Angel has told him that they have been chosen by God to be demon destroyers. The angel would send them weapons and a list of the demons to be destroyed. A list that to Fenton’s horror was made up of human names. The script is very loosely based on serial killer Joseph Kallinger who had gone on a crime spree in 1974 with his twelve-year-old son. Kallinger claimed after he was caught that God had told him to commit the crimes. It’s worth noting that the court didn’t believe him, charged him as sane, and sentenced him to life in prison. He died in prison of heart failure after spending the last 11 years of his life on suicide watch. Now, That’s What I Call Some Cheerful Sh*t, Volume 5!

All parties would agree that Frailty was a great script. The problem is it’s a great script about children being involved with axe murders under the direction of God. It was going to take someone with more marbles than Pedro Cerrano to get a studio on board. Considering the subject matter. The script would by fate wind up in the hands of David Kirschner, who agreed, “I mean you couldn’t put a worse group together in a box and bring it to a studio than the idea of these elements. We were very, very fortunate that after my wife and I put in a good deal of money into Frailty we had the white knight come in of Lionsgate that really rescued us…and my marriage.” Finding a partner studio wouldn’t be the last adversity the project would face regarding its subject matter. Kirschner ended up having to have LAPD protection provided to his home where his two daughters lived. This was after receiving death threats from a Christian organization that threatened to “put a bullet in (his) head”. All before the film had even been released.

Still, Kirschner pushed on and Bill Paxton, over for lunch one day: eying him for the role of “Dad”. He had wanted someone with a “dude” type of personality whom people already had an attachment to; a Tom Hanks-type character. Well, you’ll be hard-pressed to find anyone much more relatable than Bill Paxton.

Paxton arrived at his home and expressed interest in the role but was curious about the director. He correctly had concerns about being typecast, using Anthony Perkins and Psycho as an example. Paxton asked Kirschner if he could direct the film himself. Per Kirschner, “I’m smiling and shaking my head but inside I’m thinking, ‘Oh shit, what do I do now?” Paxton (also an impressive artist) then wowed Kirschner by pulling out some storyboards he had made of important moments from the film, down to the pallet colors he’d envisioned. Kirschner was blown away, Lionsgate never fought the idea, and the rest is history.

The group would move on to cast Matthew McConaughey in the role of grown-up Adam (cough, spoilers). A role that he says is what landed him his career-altering role in Dallas Buyers Club, for which he won an Academy Award. An award he had been snubbed for years earlier when he played redneck Patrick Bateman on meth in Texas Chainsaw Massacre: The Next Generation. Clearly, the academy lacks taste. McConaughey spends his time in Frailty two-handing with the great Powers Boothe as FBI agent Wesley Doyle. Boothe is perfectly cast as a skeptical FBI Agent whom Adam unburdens his story to. We’ll later find out (bigger spoilers!) that he’s also a psychopath who had previously murdered his sweet old mother while she hung laundry. The same way Michael did that sweet old lady in Halloween 6. Paxton had become friends with Boothe during the filming of Tombstone and said, “When I read this script I immediately thought of him as kind of the iconic FBI guy” If you enjoyed Powers Boothe here (and I know you did), check out his best Hans Gruber in Jean Claude Van Damme’s Sudden Death. There is just a certain mix of “matter of fact-ness” and judgment of others that no-one can pull off quite like Powers Boothe.

Matthew O’Leary and Jeremy Sumpter were cast as the young brothers and were each exceptional. Especially given the wide range of emotions they were each asked to display. The younger Adam was almost creepy in the way he so strongly believed in what his father was telling him. The younger Fenton, portrayed intense inner rage watching his world crumble at the hands of the father he once trusted. As Paxton himself would say, “I think all of us have had things happen in our childhood that we want to forget. Maybe dad wasn’t hacking people up and putting them in the Rose Garden.”

In a film that features a man murdering what he believes are demons with an axe… the true fright of Frailty is watching a good dad turn evil overnight. Or does he? One of the most fascinating parts of watching Frailty for the first time is wondering if the Dad is A) Full of sh*t and evil as Hell, B) Utterly insane, or C) Telling the truth. He’s not murdering humans. He’s “destroying” demons under the direction of an angel. Paxton and Frailty brilliantly toy with us throughout. Sure, we see him communicate with a shockingly haunting weird-looking angel from under a car engine at work. But we also see him looking silly as Hell, gawking at a tailpipe while sparks fly all around his face. Nothing is revealed to us until the final act of the film, keeping us on our toes and in suspense. This idea came from an unlikely place: Director James Cameron. Paxton had his old-time friend Cameron come by the editing bay and give his thoughts on what they’d accomplished so far. Cameron loved the film but tried to explain to them he would move some scenes around to make the story a bit murkier for the audience. They weren’t clear on what he meant when he said, as Kirschner tells it “’ Can I just show you?’” and boom. This guy is so brilliant and he does everything and he puts it together and we look at it and it changed the entire film. As Bill said, “That’s why he’s James Cameron.” Pretty rad.

Another of those moments that make you wonder if “Dad” is just nutbar crazy is when he finds an axe in a barn with the word “Otis” inscribed on it. As Dad is driving home one day he notices the sunlight breaking through the clouds and onto a random barn. He pulls over and realizes the light is shining through the barn and onto the inscribed axe. This must be one of the weapons the angel had promised to send him. Or…. he’s gone full Jim Carrey in The Number 23, and it’s just an axe in a barn. Many barns have axes. And now you’re committing a B & E. But why does the axe say “Otis”? The film never explains…. Some believe that the inscription comes from an unexpected place. Elevator floors. I learned from David Kirschner himself that if you look at the threshold of possibly 90% of the elevators in the United States, you will see a logo that says “Otis”. Some fans believe it is taken from this as those elevators go either up towards heaven or down towards Hell. Another theory is that it stands for “Only the Innocent Survive”. Makes sense but leave it to Bill Paxton for the truth to be even cooler. Truth is, Paxton had come across a homeless man named Otis, whom he was fascinated by. He offered the man some money but he didn’t want to accept charity. So, Paxton asked if he could pay him to use his name in a movie. His name was Otis. It’s about as touching a story as you’re going to get about how an axe used to dismember demons and humans alike got its name and just one more reason Paxton was one of a kind.

Frailty was released in April 2002, in a relatively favorable spot. The only opening competition was the Ben Affleck thriller Changing Lanes and Cameron Diaz romcom The Sweetest Thing. Still, the 11 million dollar budget accrued a 4 million opening and a 17 million dollar haul overall. By no means a box office bomb, but the returns simply don’t reflect the quality of the film. According to Kirschner, if he had one wish, it’d be to, “Really have a marketing of the film. Because Lionsgate said to me that ‘we just weren’t ready for this kind of film’.” As of course, Frailty had come before their great run with the Saw franchise. Kirschner mentioned he thought they did a great job on the poster and trailers but that the film just wasn’t quite out there enough. Still, Kirschner also praised Lionsgate on the entire process of making Frailty. He said that he had thought something was wrong because the studio never came to the set. But they responded that they’d been watching the dailies and enjoying everything they saw. So, they saw no need to interfere. That’s some sh*t you don’t hear every day from a studio. Even the suits enjoyed Frailty, folks.

Though it may not have made the dent in the popular horror zeitgeist of the time, Frailty’s impact on the genre is undeniable. A go-to recommendation by seasoned horror fans. Or when brought up by someone who has also seen it, usually culminates in a “Ben Affleck was the bomb in Phantoms, yo” high-five moment. The rare damn near universally loved horror film. Critics and audiences agree with “Fresh” ratings across both scores on the review aggregate site Rotten Tomatoes. As well as a “Universal Acclaim” from audiences on Metacritic. For a movie with themes that aren’t marketable to the general audience; that didn’t necessarily lose money and had generally favorable reviews? One would have thought we’d see much more writing from Brent Hadley and for that matter, more directing from Bill Paxton. That wasn’t the case, unfortunately. Paxton would only go on to direct one more feature film before his far too soon passing in 2017; 2005’s The Greatest Game Ever Played, about the 1913 U.S. Open. Which also received favorable reviews.

According to Kirschner, everyone in Hollywood raved about Frailty, and even Steven Spielberg wanted to meet with writer Brent Hadley. Yet, for some reason, unbeknownst to any of us… Hadley was never credited with another feature-length film again. At least to this date. Here’s hoping for the future. For now, we’ll have to consider that one an unsolved mystery.

Hadley and company crafted a horror movie that had it all. Characters that you care about; A creepy atmosphere; A tightly written twist ending; Heartfelt acting and a great story. It’s the perfect movie recommendation this Halloween season for any horror fans you know who haven’t seen it. And that my friends… is what happened to Frailty.

A couple of the previous episodes of What Happened to This Horror Movie? can be seen below. To see more, head over to our JoBlo Horror Originals YouTube channel – and subscribe while you’re there!

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