Frailty took me by surprise. Good horror films are tough too make and most end up more laughable than scary. However, Bill Paxton, who not only stars in this but is also making his debut as director, has turned out a genuinely creepy and frightening film that will have you talking long after you leave the theater.

The story begins when Fenton Meiks (Matthew McConaughey) visits an FBI investigator (Powers Boothe) to confess that he knows the identity of a serial killer. The investigator is obviously suspicious, but intrigued. Meiks tells him a story that begins when he was about 10 years old and his father received a vision from God.

In the vision his father was told that there are demons on earth masquerading as humans and it was his job to "destroy" them. The father immediately tells his two sons of the plan. Adam, the younger brother, believes him, but Fenton thinks he’s gone crazy. Fenton ends up being dragged into his father’s plan and the three start kidnapping the supposed demons and bringing them back to their house where they destroy them in mostly gruesome ways.

Frailty plays out kind of like The Usual Suspects, so we’re never sure what’s real and if what we’re being told by Fenton actually even happened. There are clever twists in the plot that leads the audience in unexpected ways. The story is tight and compelling, and Paxton’s skilled direction builds even more tension by implying far more than he ever shows. There is actually less real gore shown on the screen than on TV on a weekday night.

I really liked this film because it grabbed me from the first moment McConaughey started speaking and drew me into its story until I had to know how it would turn out. If there is a flaw in this it comes near the end. There is a perfect point where a scene fades to black and I expected to see the credits roll. If it did, Frailty would have ended tightly. However, it goes on for a short time more and tries to wrap the story up even more tightly -- but I don’t think it needed that. Still, that’s a small point because this **** film is a bone-chilling experience.

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