William Paxton was born in Fort Worth, Texas, on May 17, 1955, the son of Mary Lou (née Gray; 1926–2016) and John Lane Paxton (1920–2011). His mother was a Catholic who raised him and his siblings in her faith. His father was a businessman, lumber wholesaler, museum executive, and (during his son's career) an occasional actor, notably appearing in Sam Raimi's Spider-Man films as Bernard Houseman and alongside Paxton in A Simple Plan (1998). His great-great-grandfather was Elisha Franklin Paxton (1828–1863), a brigadier general in the Confederate Army during the Civil War who was killed commanding the Stonewall Brigade at the Battle of Chancellorsville.
Paxton is distantly related to actress Sara Paxton and was the great-nephew of Mary Paxton Keeley, a prominent journalist and close friend of Bess Truman. At the age of eight, he was in the crowd when President John F. Kennedy emerged from the Hotel Texas in Fort Worth on the morning of his assassination on November 22, 1963. Photographs of Paxton being lifted above the crowd are on display at the Sixth Floor Museum at Dealey Plaza in Dallas, Texas. He later co-produced the film Parkland about the assassination. He graduated from Arlington Heights High School in Fort Worth in 1973, after which he studied at Richmond College in London, alongside his old high-school friend Danny Martin. There, they met fellow Texas native Tom Huckabee, with whom they made Super 8 short films for which they built their own sets. One of Paxton's first lead roles was in Huckabee's experimental film Taking Tiger Mountain. Paxton subsequently moved to Los Angeles, where he worked in props and art departments and as a parking valet at the Beverly Hills Hotel. After being rejected by film schools in Southern California, he switched his ambitions from directing to acting.