A few minutes late (3PM) as the harried Convention Center staff worked on assuaging the fire marshal's fears, the Lionsgate panel kicked off a discussion of Frank Miller's adaptation of "The Spirit."

Moderated by LA Times writer Jeff Bousche, Deborah Del Prete and Frank Miller were on the panel. "I met him on a street in Vermont, sometime around 1973," Miller said. "I was riding my bike home with some new comics. I couldn't wait, I met him through his drawings. Years passed, and I got to meet Will. Neil Adams was throwing parties. I met Will Eisner, and I was thrilled. Jim Shooter was eager to introduce me, because I was one of his favorites. He took a quick look and said, 'you're gonna do fine, son.' Jim wouldn't let up, forced Will to read the page, and the real Will Eisner came out." Eisner criticized a caption on the page, and they began a 25 year argument over comics theory. Miller let everything else -- a finished graphic novel and other projects -- slide as he worked on this.

"I considered this the dream project of my life time," Del Prete said. "I always had dreamed of making a comic book movie. It was always very difficult as an independent to get the rights to any comic book, they were always held by the major studios. The most important thing is that we are very different than the major studios. We wanted to have the voice of the artist be the only one on the screen. We went to Frank because it was his vision we wanted. I don't want a committee. We went to Lionsgate, and they were a partner. They let us do what we wanted to do."

A trailer was shown next, which had Miller verbally describe the opening to trailers, with the green field and white text and all.

They talked about the film's villain and why you had to "look past the gloves," to have Samuel L. Jackson come out, wearing a t-shirt that read "Bad Mofokos."

"It's a real honor to be able to put flesh and bones to the Octopus, which has been a pair of hands. Frank's been really kind to let me pester him and do things that have been fascinating to us all. 'I didn't know you were gonna do that, I didn't know you were gonna look like that.' Hopefully you'll enjoy it."

The character needed weaponry, and Jackson kept asking for bigger and bigger guns, getting to Desert Eagles and .40 caliber pistols and finally into the realm of the fictional.

"There was that one grip that said, 'I have bigger guns' ..." Jackson recalled.

"Those really killed people," Miller returned. He then stacked guns together and had them wired together, "He looks like a Transformer robot," Miller smiled.

"I need some wires on the guns above me, because I'm not that strong," Jackson said. "I lost some weight that day."

Jackson characterized Miller as open to suggestion and without ego, which surprised the veteran actor. "He's great at setting up things without giving you a line reading," Jackson said. "He kind of tricks you into doing something you might not wanna do, but he he's so sweet, you end up trying it."

Mace Windu remains his favorite figure, but he's "having fun with 'Afro-Samurai.' I remember on Jurassic Park, everybody had a figure except me and Wayne Knight, and we tried to figure out why. They're all over, I catch Shaft staring at Mace Windu, Frozone flying around ... I don't have a Nick Fury, when I was a kid, he was a white man. It's so amazing he finally evolved into something that makes sense to me. You too can grow up to be a Black man!"

As for the Octopus, Jackson said, "He always wanted to be more than he was in his life. He was waiting for this opportunity to explode and become this kingpin. He was the center of the universe in his mind. He's the Octopus, he's got his hands in everything. I asked, 'How can I dress?' and Frank said, 'any way you want to!' The most bizarre one we came up with was the Black Nazi. You can grow up to be anything you want to be. Yeah, I'm hot like that. My lightning bolt eyebrows are just the right touch."

"When Frank was picking guns, I was picking jewelry," Del Prete said. "Frank's way of drawing women and Frank's way of casting women covers every single possible male fantasy."

"Scarlet is my hench person," Jackson said. "We dress alike, we do stuff that's amazing and funny."

Jaime King stepped out next, who plays Lorelei. "It feels like a rock concert," King said of Comic-Con. "He has a fascination with me playing any kind of angel. She's essentially the angel of death for cops and sailors. She has an extreme love and infatuation for him. She's this mystery character woven throughout the film. She goes from extreme love and adoration to extreme rage. She keeps trying to beckon him to come to her, and when he doesn't, she's not happy with him."

"You know Spirit is a noble character, because look at what he gives up," Miller said.

"Robert taught me how liberating green screen can be," King said. "It's like going back to when you're a child, everything you need is inside of you. It's like play, bringing out your imagination. You can also get the cast you want, film them very quickly, drop in the background. When you see it, it's just stunning. Visually, it's so intoxicating."

Del Prete then asked to show a clip of how things are done, showing Eva Mendes being filmed underwater with "a phantom camera that shoots slower than death," Miller said. "All the scenes were shot dry. Everything she did in a couple of minutes would be shown in seconds." After Miller had spoken for a while, Jackson said, "You know there's no footage now, right?" He was running away with the panel.

Miller then brought out Gabriel Macht, who Miller described as a choice in the Richard Donner mold, who would not be known as The Spirit primarily. "Then I had to find a man in Hollywood," Miller said. "It's hard to find one who can play a hero, it's a diffficult thing that requires a lot of nuances."

"Hey guys, how's it going?" Macht said cheerily. "I think the Spirit's got a lot of different colors. He can laugh at himself, he can be very deadly, especially when it comes to beating the sh** out of Sam Jackson. Every woman he meets he falls in love with. He's a young detective who gets shot in the line of duty. Ten hours later he wakes up, and he sees that he can do things normal cops can't do. He's also got this extra level of pheromone attraction. He was a joy to play, an amazing opportunity, the best opportunity for a young actor."

Macht said, "As beautiful and wonderful as my wife is, it was wonderful to go to work with these beautiful women. It was a dream come true, playing this role."

Miller said of weaving violence and comedy, "It comes naturally to the material. With a villain who is so wildly megamaniacal, the Octopus also has several dozen henchmen who he's built, they're clones. They're just not very intelligent. You'll see Louie Lombardi suffer every injury and death imaginable. There has to be humor in the tale of a hero."

"There's nothing campy about the humor," Del Prete said. "People do things that sometimes are funny."

"Every shot and every day, we'd ask 'Would Will buy this?'" Macht said. "We wouldn't move on unless Frank said, 'He'd get it."

"I was told it would be cheaper to have the Spirit go into Sand Saref's bathroom than to have her coming out," Miller said. "I told them The Spirit would never go into a woman's bathroom. This is the kind of thing you know after studying something for forty years. But who am I telling?"

A final clip was shown, the first scene Miller pre-visualizedand Miller said, "I took some liberties with the source material. I wanted to show how tough he is." The clip showed The Spirit and The Octopus beating each other endlessly with cinder blocks, punches, rebar and finally a toilet, which caused Jackson's character to crack up laughing and say, "Come on -- toilets are always funny!"