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Casting Dark Shadows on His All-American Image

Movies* Bill Paxton sheds his regular-guy persona in the thriller 'Frailty,' which the actor also directed.


In his various film roles, Bill Paxton often seems to be in over his head, whether battling nature (and estranged wife Helen Hunt) in "Twister" (1996), trying to untangle the complications of "A Simple Plan" (1998) or bottoming out as a doomed submarine captain in 2000's "U-571."

Paxton is often cast as the average guy caught up in larger-than-life circumstances beyond his control, and in "Frailty," which opens today, he ups the ante: In addition to starring in the psychological thriller, Paxton directed the film. He's been making short films since his high school days in Fort Worth, Texas, but "Frailty" is Paxton's first time at the helm of a feature, and it's a daunting project, a grisly Southern Gothic tale of murder, faith and family ties.

The story opens in the present, when Fenton Meiks (Matthew McConaughey) shows up at FBI headquarters and announces that he can identify an elusive serial killer. The story unfolds in flashbacks to 1979, when young Fenton (Matt O'Leary) and his brother Adam (Jeremy Sumpter) are being raised by their widowed father (Paxton). One night he announces to his sons that an angel has appeared to him with the news that it is his holy mission to destroy "demons" who are walking the earth as ordinary men and women. The three Meiks men must find the "demons" and kill them.

When he first read the script, Paxton says, "it really scared me. I also thought it could be another great character role for me, but I was a little afraid that whoever was going to direct this movie might want to make it sensational and shocking. The movie is disturbing, it's intense, and I decided I didn't want to let somebody else direct me in it."

Since making his screen debut in 1975 with one line in "Crazy Mama," Paxton, 46, has appeared in more than 50 films. He's worked with some of Hollywood's most acclaimed directors, including this year's Oscar winner, Ron Howard (Paxton co-starred in 1995's "Apollo 13"). And he's been in four of James Cameron's films, including box office behemoth "Titanic" (1997), in which he played the skipper of the search vessel that unearthed artifacts from the sunken ocean liner. Of his close ties to Cameron, Paxton jokes, "I'm part of his Mercury Players," referring to Orson Welles' legendary radio and film troupe. "I've always seen Jim as kind of my big brother, even though we're exactly the same age."

Shortly before "Frailty" was to begin filming, Paxton saw Cameron and asked for his advice. "He put it as a question," Paxton recalls. "'What's the most important thing for a film director to do?' Jim asked. 'Make it happen.'" Paxton made it happen for "Frailty" in late 2000, shooting on an $11-million budget with suburban Southern California locations standing in for rural east Texas. Terrible things happen during the story, but much of the violence occurs just off-screen. "I thought the only way to make this movie would be to do it the way someone like Hitchcock would have done it, back in the day where you didn't show" violence, Paxton says. "It was always the sleight of the hand, the trick of the eye. You thought you saw something, but you really didn't, which I thought would be more powerful."

In discussing "Frailty," Paxton repeatedly peppers his talk with film references, noting the noir classics of the 1940s and 1950s and the horror films he enjoyed as a child. When asked about exposing the children cast in his film to the deadly goings-on, Paxton quotes Lillian Gish from "The Night of the Hunter" (1955): "It's a hard world for little things."

On the set, Paxton took great care that his young actors were never overwhelmed by the gruesome events they were being called on to witness in character. "That was a little uncomfortable," admits Paxton, who has two young children of his own. "But to me, the innocence of these boys was the nitroglycerin of the script, what gave it its power punch." Paxton deliberately kept things light when the camera wasn't rolling. And, he believes, "kids are much farther down the road than [adults] are. They have a clear way of seeing what's real and what's not."

Paxton spoke at length with the parents of the two boys who play pivotal roles in the flashback sequences.

"He called my mom, and she was a little concerned about how the film would affect me," relates Matt O'Leary, whose haunting performance as the adolescent Fenton Meiks lies at the emotional core of "Frailty." "My mom and my dad got together with Bill, and they all came to the conclusion that I'm mature enough--and I know it's just a movie."

The 14-year-old, who will appear next in "Spy Kids 2," thoughtfully observes of his work as the troubled Fenton that "when you're an adult, you have a lot more experiences and emotions to pull from. But when you're a kid, you have an open mind to mimic that emotion."

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