I still can’t believe that my favorite actor is gone forever.  The man most know from Weird Science, Twister, Aliens, Predator 2…gone.  The man was still acting in great movies like Nightcrawler and Edge of Tomorrow.  His new TV series Training Day JUST launched.  And now he’s gone…forever…

I long wanted to come up with a few lists for Bill but had been putting it off.  Which is a shame.  Now it just feels like a memoriam.  Which is fine I guess.  What better way to honor the man then to talk about his films, right?

Most people have seen Tombstone, True Lies, Apollo 13, Titanic, and those roles that Paxton is really known for.  But are there hidden gems out there that you’ve never seen Paxton in?  Tons.  Tons and tons.  So I picked out five of my favorite Bill Paxton movies that you probably have never even heard of.  Here there are in no particular order…

The Dark Backward

This first movie is also the most weird movie.  After this one my list sort of normalizes but adding The Dark Backward is a bold choice.  This movie is off-the-rails bat-shit stupid crazy taking place in a very weird, gross world.  I’ll also point out that this movie is not for everyone.  You can probably watch all five of the movies I point out here and think, “Why the hell did he put THIS MOVIE on the list?”  Yet there are some out there who would watch this movie and see it as brilliant.  Like I see it.  Trust me – out of all the Bill Paxton movies out there in the world there is NOTHING like The Dark Backward.

The film features Judd Nelson as Marty – an unhappy garbage man who wants to be a comedian.  The problem is the dude is not funny.  At all.  Not one bit.  There is not a single shred of humor to this man at all.  His best friend is Gus (Paxton) – Gus is the only one who laughs at Marty’s “jokes” but really can be quite off-putting.  It seems that Gus may be friends with Marty for all the wrong reasons.  Marty may realize it but it doesn’t matter to him.  At least he has Gus’ support.  Gus also carries around an accordion which he plays horribly.

Life pretty much sucks for Marty and then a third arm starts growing out of his back.  Pretty much the worst thing that can happen to some loser living in horrible filth.  Gus is great – he tries using the third arm to help him get laid.  But for Marty?  Everything blows.  That is until an agent rechristens Marty as this amazing three armed comedian – with Gus along as his musical guest.  Funny thing is this actually works for Marty.  He is actually able to parlay this third arm thing into a quasi-successful comedy career.

How far can a not funny three armed comic and his no-talent friend on the accordion go?  The results may shock you.  Actually they may not.  But still…this film is worth the trip.

This is a very black comedy and the sets alone may turn people off.  The acting may put people off – especially Paxton who is so amazingly obnoxious.  I look at Gus as just another amazing role that Paxton brings to life.  Paxton just goes for it and man is Gus just a character.  If you like Bill and have never seen this movie – it may completely shock you.  Which is good and probably what Paxton is going for.

The flick also features some great roles from Lara Flynn Boyle (back before she became totally emaciated), Wayne Newton, James Caan, and Rob Lowe!!!  Talk about some major talent backing up this movie!

This movie BOMBED in theaters.  BOMBED.  No one went to see it.  Critics hated it.  It went to videostores where no one watched it.  The movie gets little to no love.  It’s a hard sell: a garbage world where everyone is miserable and everything looks disgusting.  WOW I WANT TO SEE THAT!  But the film is worth it…just for Bill Paxton and Judd Nelson alone.

Brain Dead

It always cracked me up how much people got Bill Paxton and Bill Pullman confused.  Hell I remember when Paxton hosted Saturday Night Live his opening monologue was basically people just confusing him with Pullman.  Poor Paxton.

What most don’t know is that both Paxton and Pullman starred in a freaky horror film together titled Brain Dead.  Released back in 1990 this is one of those films that was probably in theaters for about eight seconds and lived the rest of its days waiting to be rented at Blockbuster.  Is the only reason to rent this film just because Paxton and Pullman are together?  If you get the two confused then it is an interesting gimmick to get you to watch.  But honestly this is just a great psychological horror film with some great supporting performances.

Pullman plays a neurosurgeon who is going to help his long time friend (Paxton) by doing a procedure on a fellow whose brain is chock full of interesting secrets.  The man (Harold and Maude’s Bud Cort) is a former genius who lives out his life in an asylum.  The problem is as Pullman begins to perform his procedure he starts to lose a hold of reality.  Is Pullman really a neurosurgeon that is going to perform surgery?  Or is he actually a man in the asylum who just thinks that he is a neurosurgeon?  The movie really messes with you as reality is just thrown out the window.
Paxton, Pullman, and Cort have a ton of fun with this flick.  They are joined by Cool Hand Luke’s George Kennedy…though I guess I like to remember Kennedy more for his role as Hocken from The Naked Gun.  The film was produced by Julie Corman who is Roger Corman’s wife.  The movie doesn’t feel as cheap as Roger Corman’s films.  It definitely has that weird 1980s horror vibe going for it that you just don’t get in movies today.

In describing Brain Dead I really don’t want to give too much away.  The movie fucking with you is really just part of the fun.


I couldn’t wait to see this movie when it hit theaters and had to travel to Philadelphia just to see it in theaters (which can be a hike from where I was).  I didn’t regret it as this is one of Paxton’s finest leading roles – which is a shame because almost no one has ever heard of it.

Paxton plays Bokky – a man who is part of a gypsy community in the south.  These gypsies are con-artists and they basically go from town to town, person to person to rip you off and take off before you realize what happened.  It’s not a noble profession but the gypsies sure seem to enjoy their lifestyle.

It’s a very close-knit community.  No outsiders.  The problem comes when Pat (Mark Wahlberg) shows up with his father’s body.  His father was part of the gypsy crew and left.  This basically makes him (and Pat) outcasts from the community.  Pat is just trying to be a good kid and doesn’t understand the animosity from these people that his dad once called family.  Of course Bokky decides to take Pat under his wing and the duo start to get some cons going.

So Pat wants in but Bokky actually wants out.  Of course it is because of a woman but that woman is Julianna Margulies who could pretty much make any man want to stop what they are doing and settle down.  Can’t blame Bokky for that.  But trouble comes for Bokky in a man named Double D (Major League’s James Gammon) who is always trying to wrangle Bokky into his cons.  Problem is what happens when everyone does get involved.

The movie has some good relationships from Wahlberg to Paxton and Paxton to Margulies.  It is weird because you want to root for the characters even though these characters are just going out ripping off ordinary people out of their money.  So you feel weird in supporting them but they are just so damn likable – especially Paxton.

Just want to point out that Jo Ann Pflug is also in this.  Sorry – I’ve loved Pflug since M.A.S.H. but she never really went on to much.  Which is a shame.  But she pops up here.  Which is nice.

Indian Summer

Out of the five films I’m talking about here Indian Summer is perhaps the most mainstream of the films.  It was written and directed by Mike Binder who has also written/directed such films as Adam Sandler’s amazing post-9/11 drama Reign Over Me and Joan Allen’s phenom The Upside of Anger (one of the wife’s favorites).  He also directed Damon Wayans Blankman so he’ll always be aces with me.

Indian Summer is about a thirty-somethings who travel back to their old sleepover camp.  It’s been twenty long years but when the camp’s owner Unka Lou (the always great Alan Arkin) invites a select few to come back for a few days the old campers decide to go relive the good ol’ days.

The female cast for this film is amazing and includes Diane Lane, Elizabeth Perkins, Julie Warner, and Kimberly Williams.  All great, amazing, gorgeous, witty, incredible actresses.  Literally perfect casting bringing these four women into the cast.

The guys?  Well there’s Kevin Pollak and Matt Craven (who did star in the BEST summer camp movie ever Meatballs)…but who plays the kid who got kicked out of camp and returns to make amends?  If you guessed Bill Paxton you are correct.

Plot-wise there’s not much going for the film.  The characters go back and are really amazed at how everything is still the same twenty years later but how it all seemes so much smaller.  They aren’t quite sure why they are there but they get into Unka Lou’s activities wholeheartedly.  The characters themselves have things to work out – whether it be old memories or things that are going on in their lives now.

Really it is Paxton who gets the story arc here.  In a movie where not much happens you are genuinely curious about his character, why he got kicked out, why he was brought back with the others, and what he can do to make amends.

Ultimately Indian Summer is just a nice lighthearted film where you get to meet these great characters and just spend a few days with them.  You aren’t going to walk out with your MIND BLOWN but you will be very glad you watched the film.  The flick also has director Sam Raimi as a camp employee and I’m always surprised at the performance he was able to pull off.  Out of all the films on this list I would say this is the one you should seek out above all others. I was going to add the trailer for the flick but I could only find one on Netflix and you can’t embed…so boo.

The Last Supper

Released in 1996 this is probably the film that features Paxton the least.  I went back and forth on its inclusion because there are so many other great roles in films he’s done.

There’s something about Paxton’s performance in this one that I’ll touch on in just a moment.  The plot revolves around five very liberal grad students who live together.  Through some various circumstances they end up hosting dinner parties where they usually invite some conservative prick …and kill them.  Of course, as they continue their murders, shit starts going down.  But that is where the fun begins.

The film is a very early role for Cameron Diaz – right after her performance in The Mask and long before her eyes started to move farther away from her nose.  Annabeth Gish is in this as well and I still totally have a crush on her from those 80’s movies like Shag, Hiding Out, and Mystic Pizza (AND can’t forget X-Files.  Or Brotherhood.  Well…just about anything she is in she’s amazing).  Also rounding out the group are Courtney B. Vance (who just killed it in People Vs. OJ Simpson), Ron Eldard (who has been in a ton of crap but I know him most for ER or Blackhawk Down), and Jonathan Penner…who I don’t know what the hell else he’s been in.

Paxton plays the very first person invited to a dinner.  He’s a Desert Storm vet and they don’t invite him to the party with the intention of killing him.  But once they sit down they find out he’s a huge racist douchebag.  Now the reason I love this role is because he is basically playing Chet from Weird Science but many years later.  Same way of talking.  Same mannerisms.  The character’s name isn’t Chet but if you watch Weird Science then watch The Last Supper you swear that they are just the same character.  Basically we all saw Chet going down this road and now he is just this horrible, horrible man.

As you probably figure out things don’t go well for Bill and the movie basically kicks itself off at that point with the plot.  But Paxton is just so downright horrible that you root for him to die.  Most of the time I watch a Paxton film and think, “Man – why did he have to die?”  But in The Last Supper?  You can’t wait for him to kick the bucket.

This one is well worth for Paxton’s small role and for Cameron who was still way super cute back in the day.  You won’t be able to figure out where the plot is going either – so that is always nice and refreshing.


I really went back and forth about The Last Supper or Trespass – a flick that starred Paxton and William Sadler as firemen looking for gold in an abandoned building who come up against Ice-T and Ice Cube.  Trespass is a great little film (directed by The Warriors’ Walter Hill) that sort of got lost in the shuffle during the Christmas season.   Dude it is Ice-T and Ice Cube vs. BILL PAXTON.  How this movie didn’t make a billion dollars is beyond me.

Pass the Ammo is a satirical comedy spoofing all those teleevangelists well known in the 1980’s.  I really liked this movie for its cast (Paxton, Tim Curry, Annie Potts, and Crocodile Dundee’s Linda Kozlowski) even if it is a bit ridiculous.  Director David Beaird had a much better next film in It Takes Two about a guy who wants to buy a Lamborghini – I think I watched that movie 1000 times on 80’s HBO.  As for Pass the Ammo I recommend it but I have no clue if it was ever released on DVD or if it is even available anywhere.

Slipstream is a movie with such a weird premise: Bounty hunters chase down a robot who is helped by Bill Paxton and his airplane.  Actually in typing that sentence it sound A LOT cooler than it really is.  When I first heard of this movie in the 80’s I was floored because it was directed by Tron’s Steven Lisberger, produced by Star Wars’ Gary Kurtz, and also starred Luke Skywalker himself Mark Hamill.  Plus a cast that includes Ben Kingsley, Harry Potter’s Robbie Coltrane, and Amadeus star F. Murray Abraham.  They don’t quite pull off the movie (maybe too ambitious for its plot) but still worth seeing Paxton fend off Hamill on screen.

Agree?  Disagree?  I’d love to know…leave a comment below!