In 2001, Bill Paxton had his debut as a director with Frailty, a fascinating genre film that navigated smoothly between psychological thriller and supernatural horror, with a huge surprise of an ending. It was a blast of a movie, also starring Bill Paxton as well as Matthew McConaughey and Powers Boothe, among others. McConaughey plays the lead role as a man who arrives at the FBI and claims his brother is actually a serial killer. The agent is skeptical at first, but then the mysterious Fenton Meiks starts talking about his childhood, and we go into flashback mode.

Paxton then turns the thriller into something else altogether. But we'd rather you see it for yourself. This unique horror film features McConaughey in his return to the genre after the much-maligned Texas Chainsaw Massacre: The Next Generation. It's a solid entry in his career that drives everyone to think how is it that he never approached the genre again. It's a great film to revisit for many reasons. Of course, to see it represents honoring the great late Paxton, but it also means seeing McConaughey in one of his best and underrated performances. Here's why you need to see Frailty.

Spoiler alert

A Different Kind of Horror

Bill Paxton Frailty
Lions Gate Films

For a film routinely classified as horror, it's important to give some context to Frailty's 2001 release. Following the horror milestones of the 1970s, notably The Exorcist, The Omen, Carrie, and The Shining, the genre evolved in the 1980s into slasher films with their series of never-ending sequels. By the 1990s, popular horror films were few and far between, with only the parody Scream finding widespread success. Oh yeah, and Silence of the Lambs is part of another conversation about its genre.

Frailty was part of a new generation of horror films that were purposefully less gory and more psychological. It could just as easily be called a thriller, though it is mostly low-key, as much a mystery as anything until the end. Yes, there are killings, but what viewers see (with one notable exception) is the reactions of others, not the victims. Blood is shown after the fact, on clothing and weapons, leaving audiences with the horror of contemplating the characters' deadly choices. Perhaps most disturbing is the power that a father holds over his children and the abuse that can result from someone truly committed to a holy quest.

Then again, it's horror. It has a great jump scare in the form of a screaming man when Adam follows in his father's footsteps. And the third act follows the mystery structure in its narrative but it gives in to horror elements that make it thrilling, spooky, and very unsettling. You will feel goosebumps right before the credits.

Related: Best Psychological Horror Movies, Ranked

A Talented Cast

Matthew McConaughey Frailty
Lions Gate Films

Because Frailty is so character-focused, its success depended heavily on the cast. Paxton is chilling as an unremarkable mechanic taking on an extraordinary assignment in a quiet small town. Joining him in a series of increasingly upsetting flashback scenes were two young actors, Matt O'Leary and Jeremy Sumpter, playing his sons Fenton and Adam respectively. It was among their first projects, and have proven themselves, both have continued to work regularly, if quietly, in the two decades since. The frame story is dominated by the very popular Paxton and McConaughey. Boothe was known for hard-boiled law enforcement and military roles, so it's not unexpected to find him here as an FBI agent.

But it's McConaughey's presence in the film's sober plane that maintains it as an essential horror film with constant touches of drama. McConaughey's character reeks of trauma in every shade, and the film uses him as a decoy for a brutally shocking twist that makes the film absolutely better. The actor was about to enter a stage of his career known mostly for romantic comedies, including The Wedding Planner and How to Lose a Guy in 10 Days, so a horror appearance feels like a weird decision, but again, his skills speak for themselves.

Texas as a Character

Bill Paxton Frailty vision
Lions Gate Films

For a first-time director, Bill Paxton was able to attract unexpected top-tier talent to Frailty, and not just performers, but crew members as well. Case in point, Director of photography Bill Butler. Butler was a legendary Oscar-nominated cinematographer, known for One Flew Over the Cuckoo's Nest and Jaws. Almost 80 years old at the time of filming, he brought a wealth of experience and knowledge to the production.

Texas has been featured on film countless times for the menace of its wide-open spaces and who (or what) they might contain. In Frailty, Butler and Paxton force us into confined locations for essentially the entire movie. From a small office and a tiny house to an old shed and its dirt cellar, plus the interior of a police car driving through the rain, those afraid of cramped spaces will be uncomfortable throughout. But these confined, often dark places add to the tension and remind us that the characters feel trapped, with seemingly no choice but to act as they do. The final scene where justice is served has great cinematography.

Multiple Revelations

Matthew McConaughey Powers Boothe Frailty
Lions Gate Films

Audiences who saw Frailty when it opened in 2001 may have suspected a twist ending. It was a time when they had become very popular, especially in the wake of The Sixth Sense in 1999 and Memento in 2000. Though clearly a resurgence, this was nothing new. Classic examples date back to The Cabinet of Dr. Caligari in 1920 and Citizen Kane's Rosebud moment in 1941.

But even savvy viewers probably won't expect the multiple twists revealed in the final act of Frailty. In fact, the ending is the most criticized aspect of the film. It continues a long tradition of an unreliable narrator, with roots in literature and theater, and probably dating back to the dawn of storytelling. Is it logical? You'll have to decide for yourself, but you might have to watch more than once. Or you can trust us when we tell you, it was all part of a scheme planned by a very clever killer that had some help from the divine. Supposedly.

Related: Top 15 Greatest Plot Twists Of All Time, Ranked

Two Decades After and It Holds Up

McCounaghey frailty fenton
Lions Gate Films

Frailty is an important part of the Southern Gothic revival in film. Falling out of favor after classics like A Streetcar Named Desire and The Night of the Hunter, Paxton helped paved the way for more recent entries like Winter's Bone and the remake of The Beguiled, not to mention McConaughey's remarkable presence in the series True Detective. Current horror king Jordan Peele also owes a lot to films like Frailty, as he is the latest to find success with films that are not only scary but also smart and socially thoughtful.

If you're looking for a solid horror film to watch, and are not afraid of films that weaponize their narrative, then give Frailty a watch. You won't believe where the film goes in its first act, and then your heart will be shattered by its depiction of psychological abuse. It's a horror that matters, directed by a guy that should have directed more films in his career, and starring a powerful cast that makes the film a unique horror delicacy.

You can stream Frailty on various VOD services.