You know those movies that feel like a fever dream in the Texas heat? That's exactly what Sean Patrick Flanery delivered with his 2022 directorial effort. It’s a road movie. It’s a cult thriller. Honestly, it’s just weird. But the weirdness only works because of the cast of Frank and Penelope, a group that manages to sell a story about a diner waitress and a broken man on a collision course with a sadistic cult.
If you’ve seen it, you probably walked away wondering where you recognize those faces from. If you haven't, you're in for a gritty, low-budget ride that punches way above its weight class because of the actors involved.
The Leads: Caylee Cowan and Billy Budinich
Caylee Cowan plays Penelope. She’s the heart of the whole thing, really. Before this, she was gaining some traction in the indie scene, but this was a massive swing for her. She plays Penelope with this sort of fragile-but-sharp edge. She’s a waitress at a strip club—cliché, maybe—but she brings a layer of desperation that feels authentic. She isn't just a damsel. She’s someone looking for a life raft, and she finds it in Frank.
Then there’s Billy Budinich.
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He plays Frank. He’s the guy who catches his wife cheating and just... snaps. Not in a "John Wick" kind of way, but in a "I'm getting in my car and driving until the road ends" kind of way. Budinich was a bit of a newcomer when this dropped. His chemistry with Cowan is what keeps the first half of the movie from feeling like a generic crime flick. They feel like two people who have absolutely nothing left to lose, which is a dangerous vibe to pull off without looking melodramatic.
Why the Chemistry Matters
In a movie like this, if you don't believe the central couple, the whole house of cards falls down. They’re "star-crossed" in the grimiest sense of the word. You’ve got these long stretches of them just being together on the road, and that’s where the acting carries the weight. It's about the quiet moments before the literal bloodbath starts.
The Heavy Hitters: Kevin Dillon and Sean Patrick Flanery
Let’s be real. Most people clicked on this movie because they saw Kevin Dillon on the poster.
Kevin Dillon plays Sheriff Mendillo. It’s a total departure from the "Johnny Drama" energy we all know and love from Entourage. Here, he’s tired. He’s gritty. He’s the law in a place where the law doesn’t seem to have much reach. It’s a supporting role, but his presence gives the film a bit of "old school Hollywood" gravitas. He doesn’t have to do much to command a scene; he just has to show up and look like he’s seen too much.
Then we have the man behind the camera, Sean Patrick Flanery.
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He didn't just direct; he stepped into the cast of Frank and Penelope as Club Manager. Flanery is a cult icon for a reason—The Boondock Saints cemented that decades ago. Seeing him in this world feels right. He has a specific eye for "tough guy" cinema that isn't afraid to be a little bit poetic. His character is small, but it’s a nice nod to the fans who have followed his career from the 90s into his modern phase as a martial artist and filmmaker.
The Villain Nobody Saw Coming: Johnathon Schaech
If you want to talk about a performance that steals the entire movie, we have to talk about Johnathon Schaech as Cyrus.
Cyrus is the leader of the cult. He’s terrifying. Schaech, who most people remember as the handsome lead from That Thing You Do!, has transformed into this charismatic, terrifying monster. He plays Cyrus with a terrifying calmness. He’s the kind of villain who talks about philosophy while he’s deciding how to dispose of you.
It’s a masterclass in "quiet" acting. He doesn't need to scream. The way he looks at Penelope, the way he commands his followers—it’s unsettling. Honestly, the movie shifts gears entirely when he shows up. It goes from a romantic road trip to a claustrophobic nightmare, and Schaech is the engine driving that shift.
The Cult Members and Supporting Players
- Lin Shaye (Ophelia): You can't have a horror-adjacent thriller without the queen of the genre. Lin Shaye is a legend. Whether it's Insidious or A Nightmare on Elm Street, she brings a level of "creepy-cool" that no one else can match. In this movie, she’s just as unsettling as you’d expect.
- Brian Maillard (Mabel): A standout performance that adds to the general sense of unease.
- Sydney Scotia (Molly): She rounds out the younger cast and helps ground the stakes when things get culty.
Making Sense of the Chaos: Production Context
This wasn't a big-budget Marvel flick. It was shot in Texas, often in brutal conditions, and you can see that on the screen. The dust is real. The sweat is real.
The cast of Frank and Penelope had to deal with the realities of indie filmmaking. When you’re filming a high-speed chase or a shootout on a shoestring budget, you rely on the actors' ability to sell the danger. There’s a scene in the desert—no spoilers—where the heat practically radiates off the screen. That’s not CGI. That’s just Texas in the summer.
Flanery’s direction is heavily influenced by 70s cinema. Think The Texas Chain Saw Massacre meets True Romance. It’s a weird combo, right? But the cast buys into it. They don't play it like a parody. They play it straight, which is why the ending hits as hard as it does.
Acknowledging the Critics
Look, the movie wasn't a universal darling. Some critics felt the plot was a bit derivative. You’ve seen the "couple on the run" story before. But most people agree that the performances elevate the material. Specifically, Schaech and Cowan are frequently cited as the reasons to watch. It’s a "vibe" movie. If you like the aesthetic of neon lights, dusty roads, and philosophical villains, you’re going to appreciate what this cast did.
What Most People Miss About the Cast
There is a layer of "meta" casting here that fans of 90s and 2000s cinema will love.
You have Sean Patrick Flanery (Boondock Saints), Kevin Dillon (Entourage), and Johnathon Schaech (That Thing You Do!). These are guys who were huge stars in a specific era of film. Bringing them together for a modern, gritty southern gothic thriller feels like a tribute to the kind of movies that don't really get made anymore. It's a mid-budget genre film that relies on character rather than explosions.
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- The Sean Patrick Flanery Connection: He wrote and directed this based on his own script. His fingerprints are everywhere.
- The Indie Spirit: Many of the smaller roles were filled by character actors who specialize in this kind of regional, gritty storytelling.
How to Approach Watching Frank and Penelope
If you're going into this expecting a polished Hollywood blockbuster, stop. That's not what this is.
To really appreciate the cast of Frank and Penelope, you have to view it through the lens of independent genre cinema. It’s meant to be a bit "extra." The dialogue is stylized. The violence is sudden. The romance is heightened.
Actionable Insights for Viewers
- Watch for the performances, not just the plot. Focus on Johnathon Schaech’s mannerisms. He does a lot with his eyes and his posture that tells you more about the cult’s history than the dialogue does.
- Look for the 70s influences. If you're a film nerd, try to spot the nods to Badlands or Vanishing Point. The way the cast is framed in the car is a direct homage to that era.
- Check out the director's cut if possible. Flanery has a very specific vision for the pacing, and seeing how he intended the transitions to work makes the cast's performances feel more cohesive.
- Follow the actors on social media. Caylee Cowan and Billy Budinich often share behind-the-scenes stories about the grueling Texas shoot, which gives you a lot of respect for the physical work they put into these roles.
This film is a testament to what happens when a group of veteran actors and hungry newcomers get together to make something unapologetically weird. It’s not for everyone, but for those who love a good "road trip to hell," the cast makes it a trip worth taking.
If you want to dive deeper into this type of cinema, look into the filmography of the supporting cast. Lin Shaye alone has a catalog of indie horror that could keep you busy for months. Or, if you want more of that specific "Texas Noir" feel, check out the other projects Sean Patrick Flanery has been involved with lately. He’s carved out a very specific niche that’s worth exploring if you liked the atmosphere here.
The real takeaway? Don't sleep on Johnathon Schaech. He’s entered his "villain era," and honestly, it’s the best work of his career.