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"Frailty" would have been so much better if the movie's big twist — the twist that changes everything that came before it — worked.

The main twist, and a series of subsequent revelations — some predictable, others unnecessary — could spark the kind of repeat business that "The Sixth Sense" generated in 1999, but it's sure to disappoint the second time around.

This is despite the fact that "Frailty" is dripping with mood and that Bill Paxton, directing for the first time, maintains the suspense.

The story of a family of serial killers in a small Texas town is spooky from the first frame, with haunting performances all around — especially from Paxton, who stars as the father, and Matt O'Leary, who plays his oldest son.

"Frailty" begins with O'Leary's character, Fenton Meiks (played as an adult by Matthew McConaughey), visiting Dallas FBI agent Wesley Doyle (Powers Boothe) to tell him he knows the identity of the notorious God's Hand killer.

Doyle has been investigating a series of murders across the state. Fenton says the killer is his younger brother, Adam, and persuades Doyle to drive with him to the small town outside Abilene where he grew up to show him where the bodies are buried.

As they make their journey, Fenton describes what happened when he was 12 and Adam (Jeremy Sumpter) was 9. He recalls how their father woke them up one night and told them he'd seen a vision from an angel, who said he and his sons must rid the world of demons. God would give them the weapons and a list of names of people who look like regular folk but are really evil incarnate.

Adam is young enough to seek his father's approval and follows his wishes, but Fenton is old enough to be skeptical and thinks Dad has gone insane. Since their mother died giving birth to Adam, Fenton has no one to turn to for help.

The trio goes on a killing spree over a series of nights, with Fenton fighting each step of the way. Soon Dad starts thinking his own son is a demon, too, and locks him in a cellar — the same place where Dad killed the sheriff who came 'round the house snooping.

Paxton is at his scariest when he tries not to be scary. When he looks into the eyes of his frightened children and matter-of-factly tells them, "God has willed this and we must obey God." It's far more harrowing than any wild-eyed, homicidal raving, because he truly believes he's doing the right thing.

McConaughey gets top billing, but Paxton steals the show. And O'Leary more than holds his own again here. Too bad it's in a movie that fails to live up to its potential.

"Frailty" is rated R for violence and gore (both discreet by horror standards) as well as scattered use of profanity (mostly religiously based). Running time: 100 minutes.