You bet your ass it’s crazy!” So says visionary comics creator Frank Miller of his superhero noir The Spirit. And if anyone knows crazy, it’s Miller, whose graphic novels spawned Sin City (which he codirected with Robert Rodriguez) and 300 (helmed by Watchmen’s Zack Snyder). For his first solo flight as a director, Miller is taking on a 1940s pulp hero created by his mentor, Will Eisner. A believed-to-be-dead cop resurrected as a masked vigilante, the Spirit (Gabriel Macht) wages war against badass criminal the Octopus (Samuel L. Jackson) while handling more than his fair share of femmes fatales.

The transition from page to screen was an intimidating one for Miller. “It felt scarier than hell,” he says. “But it’s the same old game, telling a story with pictures.” The Spirit’s best visual effects, however, may be of the flesh-and-blood variety. “I had Scarlett Johansson, Eva Mendes, Paz Vega, and Jaime King adding production value I never could have dreamed of.” Less sexy, but wearing just as much eyeliner, is Jackson’s deranged Octopus. “I said to him, ‘Let’s make you the scariest supervillain who ever lived.’”

The shift from the more innocent tone of Eisner’s original strips to Miller’s balls-out style—epitomized by switching the hero’s trademark suit from bright blue to midnight black—has offended some Spirit fans. Miller doesn’t think much of the nostalgia-mongers. “If Eisner thought I built a dusty monument to what he did, he’d come back from the grave and throttle me. I owe him. I don’t owe the fans a goddamn thing.”