MOVIE REVIEW

Though it ultimately out-tricks itself, this spooky angels-of-death story provides Bill Paxton a rich directing debut.

By Kenneth Turan, Times Staff Writer

"Frailty" comes to us complete with testimonials to its ability to thrill from authorities like Sam Raimi, James Cameron and Stephen King. Could experts like this ever be wrong? Of course they could, but in this case, they're not.

The scary directing debut of star Bill Paxton, "Frailty" is a well-crafted, disturbing Texas gothic thriller, a completely spooky piece of business that gets under your skin and, some plot blips aside, stays there for the duration.

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Paxton didn't get those tributes just by being proficient; he's acted both for Raimi ("A Simple Plan") and Cameron ("Titanic," "Aliens"). But he wanted more respect than Hollywood performers usually get, and directing seemed the best means toward that end. The actor shrewdly chose a script by new writer Brent Hanley for his first assignment. Though it's finally too tricky for its own good, Hanley's persuasive, well-written screenplay provides a strong role for Paxton the actor and a showcase for the talents of Paxton the director. For no matter what you think of the film's twists, it's the insidious creep-show atmosphere of "Frailty" that is its greatest lure. Collaborating with veteran cinematographer Bill Butler ("Jaws," "Grease"), production designer Nelson Coates and composer Brian Tyler, "Frailty" expertly depicts the potential for horror lurking behind the everydayness of a small West Texas town, albeit one shot in West Covina and Sylmar.

"Frailty" is also that rare actor-directed film that does not indulge its characters. Quite the opposite. Paxton gets considerable benefits from his deliberate, restrained narrative style. Making a film about someone who hacks people up with an ax is a lot more effective if the actual hacking is done off screen.

"Frailty" isn't in a hurry to get to that hacking, either. It starts in the present day, on a (what else but?) dark and stormy Dallas night. FBI man Wesley Doyle (the reliable Powers Boothe), the agent in charge of investigating the grisly God's Hand murders, has come into the office to talk to a man about the case.

That would be Fenton Meiks (Matthew McConaughey), a haunted, indefinably weird individual who tells an increasingly strange tale. He says his younger brother Adam is behind the God's Hand slaughters, a series of murders that grew out of the fertile soil of the boys' bizarre upbringing. The FBI man is dubious, but, Fenton says pointedly, "sometimes the truth defies reason."

With McConaughey providing an insidious, insinuating voice-over, the film spends much of its time in extended flashback, showing the decidedly peculiar upbringing of young Fenton (Matthew O'Leary) and even younger Adam (Jeremy Sumpter). At first, the boys' life with their widower auto mechanic dad (Paxton), a guy who seems to mean it when he says, "Love you guys," couldn't be more normal. But that all changes when Dad comes into their bedroom one night and announces that he's just received a vision from the almighty about "God's special plan for our family."

It turns out that, in preparation for the final Judgment Day battle, demons in human form have been released on Earth, even in West Texas. These Meiks may not inherit the Earth, but they have been chosen by God to destroy those monsters with special weapons the Lord will provide. Young Adam takes on this task immediately; "we're a family of superheroes," he exults.

His brother Fenton, however, understandably thinks this is more than a bit much. He feels even worse when Dad starts bringing home average-looking folks and insisting they're rotten to the core and ready for the ax. (One of the more intriguing ways to look at "Frailty" is as a parable about the dangers of religious fanaticism.)

What makes "Frailty" the nightmare it is: That we can see what a horror show the situation was not only for the victims but also for the boys who couldn't escape it. What do you do when your dad, who continues to treat you with genuine consideration, seems to have gone over the edge in a town unlikely to believe your crazy story?

Though McConaughey is strong as the teller of the tale, it is Paxton's work as the unnerving dad that holds "Frailty" together and gives it its discomforting tone. He talks about the bloody work he has to do in God's name in a completely normal tone of voice, as if it were the most plausible, reasonable thing in the world. "If I could spare you this," he says in a classic this-hurts-me-more manner, "I would." But "God has willed this, and we must obey God."

As a director, Paxton has been equally reasonable and also managed to get everyone in the film on his particular wavelength. Though a potential splatter movie that rations its blood drop by precious drop may not make you happy to be alive, it's certainly something worth paying attention to.

MPAA rating: R, for violence and some language. Times guidelines: intensely disturbing subject matter, including several ax murders that are upsetting even though shown with a minimum of blood.

'Frailty'

Matthew McConaughey...Fenton Meiks

Bill Paxton...Dad

Powers Boothe...Agent Wesley Doyle

Matthew O'Leary...Young Fenton

Jeremy Sumpter...Young Adam

Released by Lions Gate Films. Director Bill Paxton. Producers David Kirshner, David Blocker, Corey Sienega. Executive producers Karen Loop, Tom Huckabee, Tom Ortenberg. Screenplay Brent Hanley. Cinematographer Bill Butler. Editor Arnold Glassman. Costumes April Ferry. Music Brian Tyler. Production design Nelson Coates. Art director Kevin Cozen. Set decorator Linda Lee Sutton. Running time: 1 hour, 40 minutes.

In general release.