'FRAILTY' PAXTON'S BIG SHOT.

Byline: Glenn Whipp Film Writer

The Southern Gothic horror film ``Frailty'' is not exactly an ideal movie to test screen given its disturbing story that involves a father who enlists his two young boys to help him destroy demons - the demons, in this case, being seemingly ordinary citizens living in a small Texas town.

But Bill Paxton, who directed the movie, and the film's distributor, Lions Gate, wanted to see what they had on their hands, so they brought ``Frailty'' over to the Promenade in Woodland Hills one weekday evening a few months ago. An audience was recruited, but given very little information about what they were about to see. Certainly, no one mentioned anything about an ax-wielding father on a holy mission from God.

Nobody wanted Paxton, best-known for acting in blockbusters like ``Titanic'' and ``Twister,'' to come, but he couldn't resist. ``Frailty'' is his directorial debut. So after the lights went down, Paxton sneaked into the theater, sat in the back row and waited for, as he puts it, ``the roller coaster to hit that first big hill.'' That ``hill'' is the scene where Dad brings home his first ``demon,'' a diner waitress who has been bound and gagged. Dad proceeds to engage his boys in a show-and-tell session about what an agent of hell looks and acts like.

Twenty-five people walked out of the movie theater after that scene.

``People were practically climbing over each other to get to the aisle,'' Paxton remembers. ``And I remember getting this frozen look on my face, like, 'Oh (no).' And at the same time my face was frozen, the imp of perversity was on my shoulder, kind of like a satyr, going, 'Yes! Yes! Ha ha ha!' That's when I realized the picture was working.''

Work it does. ``Frailty'' is cresting on a wave of strong reviews and great word-of-mouth (at least from the people who remain in the theater). Lions Gate is releasing the movie in 1,500 theaters Friday, an unusually large number given the film's small budget ($10 million) and disturbing subject matter. It's even more unusual given the fact that Lions Gate postponed the movie's release not once, but twice after the Sept. 11 attacks, figuring audiences wouldn't be in the mood to embrace the film's horrific themes.

Lest you get the wrong idea, for all the times that Dad (and, even more unsettling, his sons) wields the ax, there isn't one drop of blood in the movie. ``Frailty'' is a psychological horror story very much in the tradition of Hitchcock and Charles Laughton's 1955 eerie thriller ``Night of the Hunter.'' The movie seems almost old-fashioned in its minimalism; indeed Paxton instructed legendary cinematographer Bill Butler (``Jaws,'' ``The Conversation'') to give the film ``an old studio look.''

So why were people running to the exits? The mind, says producer David Kirshner, is a powerful thing.

``I talked to people who swear they saw people murdered in the film,'' Kirshner says. ``They don't. They just think they do. I mean, you certainly hear that ax coming, but you never actually see it hit anyone. And that's the remarkable thing about what Bill did - it's all about suggestion.''

Kirshner bought the screenplay for ``Frailty'' a couple of years ago. The script, written by Texan newcomer Brent Hanley, had won a lot of praise from studio executives, all of whom ultimately passed because of the edgy subject matter. Trying to attract talent to the project, Kirshner met with Paxton, who he envisioned in the role of Dad. Paxton came to the meeting with other ideas.

``I loved the part of Dad,'' Paxton says. ``My last great character lead was in `A Simple Plan,' which was another morally conflicted man who does some wrong stuff and pays the consequences.''

``The thing was,'' Paxton continues, ``that I was worried about who would direct me in the part. Depending on how it was handled, with the kids and the fundamentalism and the Abraham and Isaac story, it could really be done in an exploitative way for shock value. So the more I thought about it, the more I realized it was time for me to finally step up to the plate and direct myself.''

Paxton told Kirshner as much, putting him on the spot. But Paxton had come armed with a saddlebag full of storyboards and Edward Hopper art books. He acted out several scenes, playing all the parts. After Paxton left, Kirshner told his wife: ``I'm not sure if he just acts brilliantly or if he's an amazing director who just hasn't gotten his shot.''

Screenwriter Hanley believes it's the latter, saying he was sold on Paxton because of their shared Texas roots (Hanley hails from Grand Prairie, Paxton from nearby Fort Worth) and because of mutual affinity for ``Night of the Hunter.''

``(Actor) Charles Laughton directed 'Night of the Hunter,' so I thought it was appropriate that an actor direct my movie,'' Hanley says. ``I was always bummed that Laughton only made one picture. I think Bill's got at least a couple of more in him.''

Paxton, 47, shot Super 8 films as a teen-ager and wanted to go to film school. Poor SAT scores kept him out of the University of California, Los Angeles, and the University of Southern California, and he wound up getting his start in the business in 1974 as a set dresser on the low-budget ``Big Bad Mama,'' a typically trashy Roger Corman production. He made his acting debut a year later in ``Crazy Mama,'' one of Jonathan Demme's first films. Paxton eventually moved to New York and studied acting with Stella Adler at New York University.

``I didn't get into acting to become famous,'' Paxton says. ``I just figured as an actor, I could have more of an impact on a movie than I would as a set dresser.''

And now that he has directed, can Paxton go back to simply being an actor?

``Oh, yeah,'' he laughs. ``Acting pays the bills. I will direct again. It would be nice, though, to direct a film and not be in it. The hardest thing about being in a film that you've directed is going through the editing process and having to look at yourself every day. Some actors would find that a happy experience, but, God, that's hell on Earth.''

CAPTION(S):

4 photos

Photo:

(1 -- cover -- color)

TAKING A WHACK AT IT

BILL PAXTON directed himself as an ax murderer in `Frailty'

(2) - Bill Paxton

Hans Gutknecht/Staff Photographer

(3 -- 4) Bill Paxton, above, stars in ``Frailty'' as an avenging father who, with his ax and his sons, fights what he perceives as demons in a small town. At left, Paxton in his other role as the film's director.