When “Frailty,” the directorial debut of Bill Paxton–who also stars in the picture as an apparently easygoing East Texas single father who becomes convinced that he’s been given a mission from God to destroy demons that have taken on human form, and enlists his two young sons in his divine “work”–was first screened, a critic with strong academic credentials panned it, claiming it was somehow morally disreputable. It was, the actor recalled in a recent Dallas interview, a reaction that pained him. “I didn’t want to be controversial,” he explained. “I just thought it was a good, entertaining and creepy story. I hope people will savor the dark journey into the night that this is about. [But] I thought, I’m going to be hung by my thumbs when this thing comes out.”

That’s one reason why, when it came time to prepare a campaign for the picture’s current wide release by Lions Gate Films, Paxton decided that it might be useful to solicit reactions to it from people who could appreciate its thriller elements and would be well known to the general audience. He decided to ask author Stephen King to watch the film, especially since novice screenwriter Brent Hanley admitted that his script “has a lot of roots in [King’s] writings.” So the actor contacted one of King’s representatives and arranged to send a cassette to him. “After about a month,” he said, “I got a call that he’d seen the film and was going to send a positive comment on it.” King’s words are now prominently featured in television trailers for “Frailty,” along with similarly enthusiastic remarks from former Paxton colleagues James Cameron and Sam Raimi. “They’re men of incredible integrity,” the new director said, “and they endorsed the movie because they really like the film.” And the vast majority of critics have come around, too; Paxton is pleased by the favorable reviews his picture is now getting. “I feel vindicated,” he said with a grin.

Paxton first encountered Hanley’s script when producer David Kirshner sent it to him and asked whether he’d be interested in taking on the lead role. It “scared the hell out of me when I read it,” he recalled. “It’s a great piece of structure, a great piece of narrative screenwriting.” While he harbored some doubts about taking the part, he continued, “I couldn’t stop thinking about it. I was compelled by the story. It kept me guessing and totally freaked me out.” He then approached Kirshner with the notion of directing the film as well as starring in it. The veteran producer agreed to the suggestion after hearing Paxton’s take on the story. The script reminded him, he said, of films from the fifties that dealt with youngsters caught in terrifying circumstances–“The Night of the Hunter” and “Invaders from Mars,” for example. “I remember [those] classics films growing up, where the impotence of the children is where the horror is derived from,” he said. “And I could tell that Brent had done his homework and was a great fan of these movies.” His idea, therefore, was “to do [‘Frailty’] in a classical way, where you imply and create the horror in the mind’s eye, and show real restraint. The audience are going to fill in the blanks.” Kirshner jumped at Paxton’s conception, and the production became a serious project.

Still, money needed to be raised and the remaining cast selected, and Paxton noted that perhaps the key to getting a green light was the willingness of Matthew McConaughey, like Paxton a Texas native, to take the role of Fenton, the older of the two sons, who tells the story of his family more than two decades later to a skeptical FBI agent (Powers Boothe). (The conversation of the two men is periodically interrupted by flashbacks dramatizing Fenton’s recollections.) “Once we decided to appear in the picture together,” Paxton said, “that’s really when Lions Gate waded in. Then I got carte blanche after that–great creative freedom. Matthew I owe a great debt to, because without his participation the film wouldn’t have been made.”

But if casting McConaughey was a coup, Paxton knew that for “Frailty” to succeed, it needed a strong presence in the role of the younger Fenton, the twelve-year old son who, back in 1979, had questioned his father’s sanity while his nine-year old sibling Adam accepted their familial “mission” unequivocally. “I needed a home-run hitter on that,” he said, and he found one in Matt O’Leary. “When he read the part,” Paxton recalled, “when he read some of the intense scenes, I could see that he wasn’t asking for pity. A lot of kid actors are badly directed–they really push the sentimentality card. I loved that his performance asked for no self-pity–it’s a very stoic and heroic performance. Without his portrayal–as strong as it is–the movie just wouldn’t have the weight that it has.” Paxton was also pleased to have attracted Boothe, yet another Texas, to the role of the FBI agent with whom the older Fenton spars: “I knew he’d be a great match for Matthew. They play this intense poker game through the whole thing.”

Paxton felt that the tale needed a Texas ambience–“I saw this as sort of southern Gothic, Texas Gothic,” he explained–but for financial reasons had to shoot in California. That led him to a host of expedients. “We had to cut and paste a lot of locations together,” he explained. He noted that just one shot, involving the boys getting off a bus and walking home, involved four locales: the scene begins in downtown Orange, which has retained a small-town atmosphere, and then cuts to a walk through a part of Huntington Gardens, then to the exterior of a house in Sunland, and then into the home’s interior–a set. It was often tricky, he noted, to frame shots to omit mountains looming in the background. He praised his cameraman Bill Butler, “a great illusionist–an incredible master cinematographer who’s probably forgotten more than most cameramen know,” for his contribution in getting the atmosphere right.

Paxton closed by renewing his praise of the script that originally attracted him to the project, emphasizing its narrative complexity. “If you’ve only seen the film once, you’ve only kind of seen half the film,” he said. “There’s a lot of pleasure for the viewer who knows the story and knows where it’s all going to lead the second time, because actually there’s a lot of clues thrown out almost every second of the movie. It’s really a clever piece of screenwriting.” He further noted that though it’s cast in the form of a psychological thriller, the story has a broader thrust especially relevant in the post-9/11 world: “It kind of belies the folly of man’s ego when he ordains himself to be ‘God’s destroyer.’ It’s such an egotistical idea–that whatever your beliefs are, whatever is up there needs man to carry out these devious and diabolical deeds. It’s not man’s job to do that.”

As to his own contribution to “Frailty” as both director and star, Paxton said, “I was never more invigorated in my life. I don’t know if I could do it again, but I hope to.”