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39 Things We Learned from Bill Paxton’s ‘Frailty’ Commentary

“It’s a creepy movie.”
Frailty Commentary Bill Paxton
By  · Published on March 1st, 2017

Welcome to Commentary Commentary, our long-running series of articles exploring the things we can learn from the most interesting filmmaker commentaries available on DVD and Blu-ray.

Frailty (2001)

Commentator: Bill Paxton (director, actor)

1. He recorded this commentary on June 21st, 2002.

2. The opening title sequence was put together by Paxton and his editor, Arnold Glassman, and he loves the “black smoke” effect over the credits and how it feels like an Alfred Hitchcock film. The photos themselves come from crime files and old True Crime/Detective magazines “that I have kind of a collection of.”

3. He points out the beginning of the film’s “hand motif” that first appears in these old photos.

4. Powers Boothe is one of his favorites actors. They met on Tombstone and became friends, “and when I read this script I immediately thought of him as kind of the iconic FBI guy.”

5. He met Matthew McConaughey (playing adult Adam) on U-571, and the two became friends. I get the impression that anyone and everyone who was lucky enough to meet Paxton became his friend.

6. Levi Kreis, who plays the adult Fenton, has an arm tattoo of Jesus’ crucifixion. Paxton shot a close-up of it but ended up not using it.

7. The moment that comes in many commentaries hits around the 8:11 mark.

8. He made the film for multiple viewings. “The first time you sit through Frailty you get pulled into the story kind of subjectively, and there’s this whole kind of creep factor. But on your second viewing there’s a lot of satisfaction as there are a lot of clues laid out in front of the viewer.”

9. The town was originally set to be Tyler, TX, a real town in East Texas, but he didn’t want to tie the film’s horrific crimes to a real place. They have a public rose garden, and he worried they’d “get a bunch of goths out there in the middle of the night digging around the rose garden when the movie comes out.” So they changed it to the fictional town of Thurman.

10. Jonathan Mostow, who directed Paxton in U-571, watched an early cut of the film and offered suggestions which Paxton heeded.

11. The soundstage work here was filmed opposite the production of Legally Blonde. “I would come out all covered with blood, and I’d see Reese Witherspoon in her pink Chanel outfits holding her poodle and just say ‘Hey, how’s work going today?’”

12. The pet millipede’s name, Curtis, was suggested by McConaughey.

13. The script originally featured a reference to the boys wanting to go see the movie Alien, but Paxton changed it to The Warriors to avoid the reference to his own work in Aliens.

14. The goal with the dad’s (played by Paxton) vision was to leave viewers siding with the boy’s doubt in understanding that the man “had a weird dream, or he’s had a brain aneurysm, or he’s slipped a disc here. His dad is obviously having some kind of psychotic episode here.”

15. The scene where dad tells young Fenton (Matt O’Leary) and Adam (Jeremy Sumpter) of his vision originally featured all three on a single bed, but Paxton changed it and points out why. The camera slowly pulls away in POV ‐ one view backing away from Fenton, and the other pulling away from dad and Adam, “to show that we’re slowly separating.” It’s a fantastically subtle nod to Fenton’s impending isolation.

16. The dad’s yelling for the boys to wake up and come downstairs “reminded me of Weird Science before I’d come downstairs and I’m going ‘toast!’ and ‘juice!’”

17. They found the old dairy barn out near Bakersfield, CA.

18. The Night of the Hunter was a big inspiration for screenwriter Brent Hanley on this script. Paxton saw the film on the big screen in Amsterdam, and he was surprised to see that the kids’ kitchen in that film was nearly identical to the one in his own.

19. The film’s assistant prop man, Scott Ratliff, plays the angel that descends down from the Sistine Chapel’s ceiling with the flaming sword.

20. Paxton’s son James was on set during the classroom scenes calling “action and cut.”

21. All of McConaughey’s narration was recorded on his last day after they finished filming in the cemetery. They re-recorded it in a studio later, but the original had a better sound to it.

22. The sound of frogs at nighttime were recorded at Ivan Reitman’s house. “He has these great lily ponds.”

23. Test audiences had some issues with the first reveal of the bound and gagged woman at dad’s feet. “It was a very strange feeling to watch all those people walk out.”

24. The bit where dad touches the woman with his bare hand and reacts was originally shot with a static camera, but “it looked like Plan 9 from Outer Space,” so they re-did it with handheld movements.

25. The stone dogs at the entrance to the garden are from Paxton’s own garden. “They look kind of like devil dogs.”

26. He’s heard criticism regarding how empty the FBI office building is, even at night, with people saying there should at least be visible security guards. Paxton points out that some of that argument stems from the film opening less than a year after 9/11 while the film was actually shot in late 2000. “I don’t know,” he adds, “to me it’s one of those creepy stories, and I didn’t really want all the extra people standing around. I wanted to keep it as kind of a mood piece.”

27. The bespectacled man (and soon-to-be victim) in the car is played by Paxton’s long-time acting coach, Vincent Chase.

28. They could only find one of the vintage Ham’s beer cans, so he’s drinking the same one throughout the entire movie and pretending it’s actually several.

29. The third victim, a young man, is played by a guy named Brad Berryhill. “He parks cars at the Beverly Hills Hotel, which is what I used to do.”

30. He thinks his own acting is a bit over the top in the scene where they’re burying the sheriff and dad almost attacks Fenton with the shovel.

31. Fenton’s character was originally afraid of the dark, but Paxton dropped it from the script as being “too much.”

32. Paxton “was very uncomfortable” doing the scene where dad forcibly grabs Fenton and carries him into the cellar. “I didn’t like doing this scene.”

33. He points out a stand-in for O’Leary during a night shot at the 1:14:00 mark and reveals it’s actually a young woman. Once you know that it’s impossible to not notice it.

34. Agent Doyle’s (Boothe) and Adam’s arrival at what remains of the family’s old home is one thing Paxton would have done differently in retrospect. “It’s supposed to be the foundation of the Meiks house, but you don’t really get that because of the night lighting and everything. Had I to do this over I would have used the Thurman rose garden because that would have shown up really nice in silhouette there.”

35. The script originally showed the visions ‐ each demons sins ‐ at the time of their abduction/murder, but James Cameron watched an early cut and suggested they shift them all to the end. “He said ‘You gotta remember film is so literal that you’re going to split the audience, and a lot of them are gonna believe that dad really is seeing all this stuff, and you don’t want that to happen because you want them to go with Fenton.’”

36. Why is the ax called Otis? One, he wanted audiences to know that the ax adult Adam uses in the end is the same one his dad used, “so I wanted to mark it some way.” And two, giving it a name anthropomorphizes it and makes it a character of sorts.

37. Meat, TX is a fictional place, but “it sounds like a town in Texas. Meat.”

38. The two boys that appear on scooters as the very last shot fades to black are actually O’Leary and Sumpter, “almost like we’re in this weird Twilight Zone world.”

39. This was Paxton’s first commentary. “I kind of had mixed feelings about sitting in here and doing this, but I just want to say how proud I am of everybody who worked on this film, and I hope you’ve enjoyed this commentary. And I hope to make another movie.”

Best in Context-Free Commentary

“I’ve always been fascinated with forensics. If one of those shows is on TV then I’m definitely watching it.”

“I like to kind of create the horror in the mind’s eye.”

“I see the movie has a lot of humor in it.”

“I’m drinking my signature beer.”

“At the test screening, I watched 25 people walk out right after, this moment here.”

“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…”

“I threw in the ‘butt-hole.’”

“I think it’s going to be very popular among adolescent boys… once they get in on DVD.”

“Powers Boothe, he’s a man’s man.”

Frailty [Blu-ray]

Final Thoughts

Paxton only directed one other feature, 2005’s The Greatest Game Ever Played, and it’s a damn shame we never got another genre effort from him. The quality of Frailty means we really can’t complain too much about missing out, but still. His commentary reveals a talented filmmaker bursting with knowledge on both his craft and films in general, and he offers a good mix of technical details, anecdotes, and praise for his cast and crew. It’s a terrific commentary for a fantastic movie and yet another reminder of the man we all lost this past weekend.

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Rob Hunter has been writing for Film School Rejects since before you were born, which is weird seeing as he's so damn young. He's our Chief Film Critic and Associate Editor and lists 'Broadcast News' as his favorite film of all time. Feel free to say hi if you see him on Twitter @FakeRobHunter.