Frailty is a great yarn and it's all about atmosphere. This is a psychological thriller/gothic horror tale mix about a single father and his two young sons in smalltown, Texas.

Dad comes to believe he has been chosen by God to kill the demons here on earth. And he'd like his boys to help.

Pass the hatchet.

Frailty goes for tension from the get-go. Even the opening credits involve haunting visuals and music; then Powers Boothe turns up as an FBI agent investigating a serial killer, and in movie code, when you see Powers Boothe, you know ... creepy things will follow.

Boothe gets a visit from a man (Matthew McConaughey) who claims he can tell the FBI the identity of the serial killer they seek. What follows is a narrated story of horror and fear told in flashback. The beauty of Frailty is an intelligent script that leads you down one path, only to veer off onto another.

Bill Paxton, here making his directorial debut, stars as Dad, with Matt O'Leary and Jeremy Sumpter as his sons. The performances Paxton gets from these child actors suggests he knows what he's doing as a director. And then some.

Though Frailty is about a family and children in peril -- and killing people -- there is little to see in the way of blood or guts. This one leaves plenty to the imagination, and that's its greatest strength.

It should be said that Frailty is a movie that demands something from a viewer. The film is nicely structured (although a bit slow in the middle) and stuffed with visual homages to such scare-fest films as The Dead Zone, Psycho and Night Of The Hunter. It is already, thanks to word of mouth, required viewing at several film schools; on the other hand, you can ignore all the film-buff stuff and the story alone is still strong enough to hold you. It's likely that Frailty will divide audiences between those who love it and those who hate it. A middle ground reaction, especially given the themes of the film, seems unlikely. Go take a chance. (More on: Frailty).

(This film is rated AA)

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