Atmosphere can take a film pretty far, but it can rarely take one all the way. Frailty, the directorial debut of actor Bill Paxton, has scads of atmosphere, piling on so many Texas gothic elements that only a cameo from Stevie Ray Vaughan's ghost seems to be missing. The overall feel is almost distracting enough to obscure the extreme silliness of Frailty, which ultimately turns out to be creepy for all the wrong reasons: It may be the first film to assume a "pro" stance on the serial-killer issue. With a script better than the one provided by first-timer Brent Hanely, Paxton might have a future as a director. Alongside accomplished cinematographer Bill Butler (Jaws), Paxton creates an air of dread and lets two restrained child actors (Matthew O'Leary and Jeremy Sumpter) loose in it. Flashing back as he speaks to a solemn FBI agent (Powers Boothe), one of the boys (Matthew McConaughey) recalls their story, remembering a childhood filled with Dukes Of Hazzard discussions, childhood games, and eventually demon slaying. That last pastime is introduced by the boys' widowed father, played by Paxton. After a late-night revelation in which an angel manifests itself through a bowling trophy, Paxton reveals that God has chosen them to act like "a family of superheroes," killing demons posing as human beings in preparation for the coming apocalypse. Reluctant to join in his family's new hobby, O'Leary, the older boy, tries to talk his father out of the slaying habit, only to be met with the airtight logic of Paxton's justification: "Destroyin' demons is a good thing. Killin' people is bad." To Paxton's credit as an actor, he makes the line work, never surrendering a tone of paternal concern even as his character's quest grows grislier. But the more bodies he piles on the screen, the less Paxton-the-director seems to know what to do with them. He lets the action grow repetitive, practically alerting the audience to expect late-film twists as McConaughey and Boothe take an unaccompanied late-night trip to the scene of the crime. When the twists arrive, they feel like much of the film: creepy and cliché-free, but still terribly wrong.