[ ED NOTE: The following interview contains movie spoilers. The areas containing spoilers have been blanked out so that you won’t see the text unless you mouseover it. We recommend watching Frailty before you read this interview. ]

After some traditional, introductory chat about Texas weather, genial, laid-back Bill Paxton spoke with Roxanne Bogucka about recent filming in Holland and his new movie, Frailty, which is his feature directing debut. Frailty opens April 12th.

Roxanne Bogucka: Okay, well let’s start with that. You were in Holland, working on what?

Bill Paxton: I’ve just finished a movie. It was a World War II love story based on an Anita Shreve novel called Resistance. And I’m opposite a great actress, Julia Ormond, in that.

RB: When will that come out? Do you know?

BP: God, I don’t know. They just finished it and I’m not sure... it was made, it was a Dutch production, with kind of an international cast so I don’t know what their distribution deal is... If I sound a little weary, it’s just because I’ve been doing the late-night talk shows. I flew in here at the crack of dawn and I feel like I’ve been shot out of a cannon.

RB: Yeah, and I bet you’ve had to say the same things over and over to several people today.

BP: I just got a real shot in the arm though. Apparently, Ebert and Roeper said “two thumbs up,” so that was great news to get.

RB: That’s good to hear. Well my first, very silly question is, I read that in the Six Degrees of Kevin Bacon game, there is something called the Bill Paxton Maneuver.

BP: Oh wow!

RB: What is the Bill Paxton Maneuver?

BP: This is news to me, but it sounds cool!

RB: Well I’ll try to find out.

BP: It probably has to do with that I’ve got, you connect with me, I connect with just about everybody out there. You know, I’ve been at it a long time. And I’ve worked with just about everybody it seems, at one time or another.

RB: Yeah, I was wondering how you felt about being, you have worked with a lot of people. You’ve been in a lot of films, and you’re sort of like, “Oh there’s that guy. It’s that generic white guy. What’s his name?” Because you’ve been in so many movies. How has that affected your career choices, and the kinds of roles that you look for?

BP: You know what? It’s been great. I’ve been able to have the popularity politically to get cast in a lot of decent films. But still, I’m not so overexposed that I can’t still really disappear in the characters I play. And I think it’s a trade-off. You get so popular, then the audience has to kind of look past you to get into the story. Whereas I’m still able to kind of disappear into the movies I play in. So I’m okay with it. People either... a lot of them seem to know me. It’s when I open my fat trap, as my wife says, that I kind of give myself away. Actually she doesn’t say that. She’s very loving.

RB: Your acting career seems to have been split between what I guess I would call “the fun movies”—things like Aliens, Twister, Apollo 13, True Lies —and some more serious films like A Simple Plan, One False Move, Lords Of Discipline. What’s more fun for you as an actor?

BP: You know I can tell you the regional films that you just mentioned, like, well not really Lords Of Discipline, but Traveller, One False Move, Simple Plan, Frailty ... I guess they’ve offered me a chance to do a little more three-dimensional work in terms of the characters. I’ve had the screen time to maybe do subtler performances and I like playing conflicted men from the heartlands. You know, I've got to tell you, it’s really more survival. I try to find good projects. I look for a good script, regardless if it's a big budget or small budget. I look to see who the filmmakers are involved. I jumped into Frailty because I had done some supporting roles in a couple of big movies— Vertical Limit and U571 and they were both made by very, really accomplished filmmakers, Martin Campbell and Jonathan Moshtow. But I hadn’t had a great character lead since Simple Plan, which for me was a real pinnacle I had reached after a long journey. That movie, I felt like the character I played in that movie really carries the movie on his back. And a great cast in that too, Billy and Bridget and Brant Briscoe and Chelsea Ross. But the weight of the load fell on Hank Mitchell. And there were no effects in that movie. It wasn’t all about that, so after that I guess I finally had gotten my appetite kind of sated and I really wanted some more of that kind of action. I fell back and I was working, I’ve got a family to support, and it seemed like those roles... I wasn’t getting offered any more those kind of roles, and this script came along and I thought, “God, this is a great character lead, this father!” What a tough situation this guy finds himself in. And I was first approached by David Kirschner, who was the producer and controlled the rights to the story, the screenplay, to play the dad and co-produce it with him. But I thought, “God, who’s going to direct me in this?” And I thought, “This is a perfect piece for me to direct.” It’s a world I understand—the characters, the milieu, I totally got the landscape, and I went back to David, “Would you consider me directing the movie?” And he said, “Well I’d love to hear what your take is, in terms of how you would do it.” And I thought about it and I sat down with him, and I said, “You know I’d like to do this because it’s got its roots in real classical Hollywood Gothic thrillers, going back to the ’50s and ’60s.” And I said, “I’d love to give it a real classical application. I think because of the intensity of the script, and because of the boys.” That’s really what turns up the heat, having the kids in it. Which a lot of classic films have done. Everything from Jodie Foster in Taxi Driver to the kid in the original Invaders From Mars. And Night Of The Hunter. But I thought, “ I know how to make this movie.” And I wanted to imply the violence more than show it on screen. And he said, “You know what? I’ve had the same dilemma with this script. I love it. It’s powerful, but God, how do you make it palatable to a broad audience?” And my hope is that people who go see this movie are people who like movies like The Others, The Shining, Psycho. People who want to savor a very dark, dark ride. And so I... sorry, I’m babbling. So I approached him and he thought, “Well listen, I can get behind that vision, but I think to really get the green light, to get a studio to jump in and finance this, we’re going to need, can you bring another element to the table?” So basically he was saying, “Look I’ll back you as the director if you can help us really get this thing going.” So I approached Matthew McConnaughey, who I owe a great debt to because he climbed in and supported me as a first-time director, and we’d been on U571. And by him getting involved in the picture, both of us agreeing to appear in the picture, that’s really what got the green light, got it fully financed. Then I went straight to Powers Boothe, whom I’d met on Tombstone, and I’ve always liked. I think he’s one of the great film actors of all time. And the hardest thing was casting the kids. Especially the older boy, who plays Fenton. Young Fenton Meigs. That part had to sing. Whoever played that part had to drill it. Because without a strong portrayal in that role, the movie would fall flat. That’s where the real meat and potatoes is, in terms of the tension and the suspense. You have to root for this guy. This kid gives such a mature performance. He asked for no self-pity. Just this incredible stoicism and becomes a heroic character as he stays because he can’t get his brother to leave. What a performance! For a kid actor, I don’t know. I’m just so proud of him.

RB: That’s great. Well I know that your performance as Dad totally creeped me out in Frailty.I mean, here’s this do-right guy, who’s a hard-working widower, a loving and concerned father. He’s really sort of like Atticus Finch with an axe, and I was wondering...

BP: Atticus Finch. Yeah I never thought of that.

RB: How did you sort of get a fix on that character? On how you were going to...

BP: Well I really, I didn’t have to go that far. I put myself in, I’m a father and it was easy to relate to these boys. They’re great guys and I, as a director, I was a father-figure to them, as their coach and leader in the film. And I thought, “God, what would you do?” What would you do if you got offered, you got these orders from headquarters, and you really don’t want to carry them out, but you have no choice.

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You know one thing you need to remember, is that all the stuff in 1979 is the story being told—I don’t want to give this away, but since you’ve seen the film—being told by a character who’s not even who he says he is. And being told for a certain effect. To lure the guy he’s telling the story to out to the Rose Garden. So who knows? What is what and what is where? It’s only at the very end of the movie, you find out that, hey guess what? It’s all flipped on its head, when you go, hey Dad wasn’t crazy at all. He saw these things, he had this vision, these angels visited him. These demons he destroyed were real evil people. And that’s a scary proposition, but to me the movie’s a what-if movie, like a Stephen King type of story.

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RB: Yeah a lot of the really scariest stories, not to mention our horrific recent events, have to do with religiously motivated violence, where God tells you to go kill your heretical cousins or tells you to smash evil...

BP: Yeah, I know, I know, I know. And listen, before last September, you go back and you look through history. What people have, let’s face it, more people have been killed in the name of their god or somebody’s god. I think until people of the world realize that people are people everywhere, we’re going to still see this. Yeah, it’s a scary time we live in. And I only saw it in the film, on the surface you could see the film as an endorsement for vigilanteeism, for capital punishment. But I always saw it as a familial tragedy, I saw it as a tragic love story. Of this father and his sons, these brothers. And to me, it just belies the idea of the folly of man’s ego when he ordains himself to be God’s punisher, as if God, whatever that is to the individual’s beliefs, needs man to do these, to carry out his bidding. I think it’s very presumptuous and so egotistical... You know, a lot of these old books that are based on a lot of the fundamental religions of the world, were written and some of that stuff, it depends on how you interpret it. And you can interpret it to suit your agenda. And we’re living in a very scary time. I’ve been out of the country for four months, and I see these placards of the American flag, saying “God bless America,” and yet they guys that we’re fighting, they believe that their God is supporting them. That’s a very scary proposition. And I think people are people, and unless people begin to accept and respect other people’s beliefs, it’s not going to stop. It could escalate from here. Let’s face it. You know, this movie’s about a guy who has an Old Testament God come to him and say, “Hey guess what? This is the time of the end, and it’s coming.” And you don’t have to be Nostradamus to look and see what’s happening in the world right now and get a little worried.

RB: No kidding.

BP: I had no political agenda when I made the film. I saw it as a great piece of science fiction/fantasy and horror. But I don’t want to say horror so much, because although it has horror elements. I saw it as a great crime thriller. Kind of a murder-out-yonder kind of story, where people were isolated and stuff went on undetected. No one knew about it. Like when Powers Boothe says, “You mean nobody knew about all this until now?” “No sir, not until I told you.” ... Obviously everything’s being put through the lens of what happened in September, but I just personally, it wasn’t... again, I just feel that man has an incredible ego. The ego of man is just astounding to me. You can’t say that people are heathens because they don’t believe what you believe. That is such a, it seems to me, such an ignorant world view. But I tell you, the other thing that I saw, coming back here, and what freaks people out in Europe—I can’t really speak for Europe—but from conversations I had with people in Holland. They want to share, it seems like America is not sharing this with the world as it should. We represent a country that’s strength is its diversification. And my opinion, all of us are Irish-American, African-American, Chinese-American, anything, you know. And we’re all from somewhere else, and I think we need to, as a collective country, we need to raise a new flag. A flag that doesn’t represent any country, but represents an ideal of a peaceful future. And recognize that these other countries, I think people are getting a little nervous about the nationalism and the flag-waving. And don’t get me wrong, I’m as, I guess, patriotic and American as anybody you ever met, but I can see where Europe saw nationalism rise before World War I and World War II, and I think they’re concerned. Great concerns. Look what’s happening right now in Israel and Palestine.

RB: Yeah, and I think without having, obviously not having a definite political agenda to advance in making Frailty, but every movie, every story that comes out now has to be looked at. Will be looked at through the post-September 11th lens. You can’t not think about it that way.

BP: But again, I feel too that, I still don’t think this event has completely congealed in the collective consciousness of, I think it’s going to take some time. Another thing that distressed me is, the reason I really do not like talking about 9/11 in regards to Frailty,I do not want to glom on, in any way attach myself, exploit that event. And I don’t know. I’ve seen car commercials that have “God bless America” on there, and I just feel like, “Wait a minute. Wait a minute.” Are we now, in six months, coming to the commercialization of this time? And to me, that really gives me the creeps. It’s in such poor taste, and yet... you go away and you come back and it’s amazing. All of a sudden you see it like you haven’t seen it before. I was over the Titanic when we got word out there in the middle of the Atlantic that these events had taken place. And when I got to Canada, to St. John’s, Newfoundland, I was reading the Canadian papers, and even their take, through their eyes, is so different than ours. It was weird. And I think we’ve got to be smarter as a power that’s in a leadership position. We’ve got to be smarter. And really try to unify... I’m sorry I’m going off on this. It really concerns me. I guess it concerns anyone who has children, just anybody who has a hope for the future of mankind. We are really in a tight spot. Things are really heating up right now. I feel like we’re as close to catastrophe as we’ve been in a long time, on a global scale. Jim Cameron and I were back at the Titanic with an expedition to go back to the Titanic. He wanted to shoot a new documentary. For him, he’s always seen Titanic as sort of the ultimate parable for modern man, that unless we heed the iceberg warnings—and his theory is that before any cataclysmic things happen, there have always been warnings if people just acted upon them. And the Titanic’s like the perfect example. The iceberg warnings going unheeded. They basically just motored that boat right out there into an ice field and sank it, you know? And that was strange to me, out there when all this was happening. Because we were there to kind of make a documentary about the idea of learning how to read the signposts up ahead. But I don’t know, you know? I’ve always been kind of apolitical, to tell you the truth. I was very turned off to politics at a very early age. I don’t believe in the bipartisan system at all. It just seems to be so counterproductive. One administration is trying to attack the other. I think a lot of baby-boomers my age would agree with me, that we don’t really get it. I don’t get the Democratic and Republican parties. I vote for whoever I think is the best candidate, and I think we’ve got to work together more in this country, on a lot of... politically too. Anyway, that’s my soapbox [laughs] drama. I really at the end of my rope here I can tell, I’m just babbling.

RB: Okay, well let me try to get you through this pretty quickly.

BP: ... I’m feeling a little vulnerable with the movie, because let’s face it. This movie polarizes some people. And again, this is not the gospel according to me; this is a what-if movie. Just happens to have its roots in some old Biblical stories that have been contemporized, like the story of Abraham.

RB: Yeah, I thought very much about that story when I was watching Frailty. And I thought also about a song, I think it’s Ray Wylie Hubbard’s song, where he has the dream and he talks to God, you know? And at the end of the song, he’s like, “God please don’t talk to me.”

BP: [laughs] Yeah! Yeah, exactly! Please go somewhere else.

RB: Well tell me a little bit about the atmosphere on the set. You had these two great Texas actors, and then there was you, Texas actor and director, and Brent Hanley, your screenwriter...

BP: He’s from Grand Prairie.

RB: It was like a Texas boys’ club.

BP: Texas Mafia, and we shot the whole picture in California. In southern California. I never had the option to shoot it down here or I would’ve in a second. So I had to work very hard to crop out mountains in the background and palm trees and everything else. We went up to Bakersfield to shoot Dad driving to work and seeing the barn, which is very flat. Which is not really east Texas, you know. East Texas is very wooded.

RB: Yeah.

BP: But people in the collective consciousness think of Texas as flat. But I knew I had Matthew, I knew Powers—this would be an iconic part for him. And I wanted this to be kind of like a Southern Gothic, a Texas Gothic movie, so people talk slow. They talk low. And they don’t say too much. And I think it’s also the idea of how polite people are to each other here. Everyone is so polite. Like “Uh, excuse me, I hate to burden you. Could you just bend over there, so I can hit you with this axe? Thanks. I don’t want to put you out there too much.” I’ve always liked the kind of, the surface civility that you sometimes encounter. Not sure what, how to read that. I guess there’s also that old fascination with, I think people from the city, people from the country have always had kind of a natural apprehension of urbanites and what goes on in the city, dens of iniquity. But I think by the same token, the urbanites have always had kind of a healthy fear of what goes on out in the country, where people are isolated and things go undetected.

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RB:Tell me a little bit about this axe named Otis. There’s this fabulous character in the movie, Otis the Axe.

BP: That’s right. I did it to anthropomorphosize the axe, on the one hand. But the other one was, I really wanted the audience to immediately realize—and again this gives it away but you’ve seen the movie—I wanted them to, when they see Matthew pick that axe up to take Powers out. Immediately you see that close-up as he reaches into the ivy, you see Otis on the handle that you immediately know that that’s the same axe, passed down as this kind of holy weapon.

RB: And one of the scarier things, I mean Otis takes on a very scary life of his own. And then one of truly scary things in the movie—this is going up after the movie comes out, so it won’t be such a spoiler—

BP: Yeah, please don’t. Yeah go ahead.

RB: —is looking at Matthew McConnaughey with the dispatcher for the sheriff’s office, who’s pregnant.

BP: [laughs] Yeah.

RB: So a new generation comes along, you know.

BP: Yeah, and it’s not to set up the sequel [both laugh]. But absolutely. But I feel like we earned these surprises. We really earned them. And the twists and turns. The thing’s very carefully constructed, and I owe a great debt to Brent’s really clever screenwriting. But I think it’ll hurt the enjoyment of the film. There’s already been a couple of things, like “Matthew McConnaughey is one of the brothers, comes to tell the story.” Even putting it that way makes you start to go, “Okay, he’s not who he says he is,” you know what I mean?

RB: Yeah, well this will come out after the movie, so. But now, speaking about Brent Hanley’s screenwriting, there was one scene...

BP: Wait, hang on, I’m getting the wrap-up here. I guess I’ve got a roundtable, there’s about 10 people waiting here. Hold on.

RB: Sure.

BP: Okay. She’s telling me I need to wrap it up. What were you going to ask me about Brent?

RB: I had this one question about the really important scene, at night, in the car, in the rain, that looks absolutely great. There are shadows of the police grille on Matthew’s face, lights of passing cars, driving rain. Beautiful scene, but it kind of struck me that it didn’t really make sense for it to happen. Why would the FBI agent go out alone and at night with any informant? Why wouldn’t he wait until daylight and take a crew so that he could collect evidence and photograph the scene? And I was hoping you could talk just a little bit about beautiful shots versus storytelling.

BP: Well I wanted this movie to have a very, I wanted the world of Frailty to be very enticing in terms of its lyrical quality. In terms of the lighting and the setting. And to me, Powers is a demon in the movie. And he’s hearing this story about this guy who supposedly can detect demons. So would he necessarily take somebody out, or would he maybe be taking this guy out to find out really what does he know? And maybe he knows what he’s going to do. Maybe he’s going to kill Matthew. But I loved the beauty of those shots. I didn’t use any exterior shots. But I loved playing the light and the darkness and this conversation, and these two guys, you know and a lot of hanging on. You hear somebody say something and you hang on the reaction. And I wanted the film to have this kind of journey into the night, which is kind of a beautiful, kind of a lyrical journey as well.

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RB: Okay, well thanks very much.

BP: Hey, thank you.

RB: Get some rest.

BP: I will. Help me out here.

RB: I will. I’m going to edit it in such a way so that people can...

BP: think I’m a complete nut!

RB: No, I’m just going to put all the spoiler things so that they have to mouseover to read them.

BP: Oh I’d really appreciate that.

RB: I hate it when people spoil it for me.

BP: I know it. You know the Internet’s kind of good and bad that way. Nice talking to you.

RB: Nice to talk to you too. Thank you very much.

BP: Take care.