Ready for some sermonizing with your popcorn? You'll get plenty in Spider-Man 3, a summer action flick that aims to enlighten. Directed and co-written by Sam Raimi (with his brother Ivan, a longtime collaborator, and Oscar-winning screenwriter Alvin Sargent), the movie weaves cautionary bromides about the evils of pride and vengeance into all its big action scenes. Just as he finished the film and prepped to launch into a marathon of round-the-world premieres, Raimi told EW about his love-hate feelings for the villain Venom, his affection for Peter Parker over Spider-Man, and how turning Parker to the dark side in this movie kept him awake at night.

ENTERTAINMENT WEEKLY: Are you a little Spidey'ed out right now?
SAM RAIMI: I've been working on these films since 1999. It's refreshing not to be working on the next one — just to be focusing on the completion [and promotion] of this film.

What's different the third time around?
It's the most ambitious of the three movies, in the sense that it takes on more story and more characters.

One of those characters, Venom, is a newer villain in the comic books. He's from the '80s and '90s, as opposed to Sandman, who hails way back to issue 4 in the 1960s. Why the new baddie mixed in with such an old one?
I had never read Venom in the comic books, since they came after my time. Because of that, I didn't have a natural inclination toward him. And when I read those comics, at [producer] Avi Arad's urging, I didn't understand where Venom's humanity was. I know that kids think he looks cool, and they think he's a good villain for Spider-Man. I actually didn't. What was it about Peter's own makeup that this villain represented some weaker or darker side to? Just looking like a dark version of him is not enough for me. The more I read [Venom stories], the less interested I became. But then Avi said, ''Look, you've got to be less selfish. You've got to learn what it is these kids love about Venom.'' So I tried to open my mind up. Then Alvin developed a character that I did understand, and did appreciate.

The Spider-Man movies are often described as being romantic soap operas interrupted by occasional action. There's an implication that your heart's not as much in the big action stuff as the relationship stuff. Is that how you see it?
It's always Peter Parker that I love best. Not really Spider-Man, if you must know the truth.

You lay on the problems for Peter in this movie. Trouble with Mary Jane (Kirsten Dunst), the rivalry with Harry Osborn (James Franco) turning really violent, a black alien goo that attaches itself to Peter and turns him evil and sullen before it moves on to another host... Why such heavy weather?
As much as I love Peter, I've noticed that audiences love to watch him getting his butt kicked. They're weird that way. I've seen their faces in the theaters. The best time they have is when Peter is miserable, I think. So I do like to torment the characters, but it's because the audience likes it.

You also seem very suspicious of superhero motives in this movie.
Peter Parker is really still acting on very immature impulses. He's dressing up in this costume. He's a vigilante, making a choice that he's right and others are wrong, and he's tying them up and acting outside the law. He must have a very high opinion of himself. He holds himself above others. But in fact, he's a sinner. These people aren't so foul, and he's not so pure. The kid's out of control.

But aren't some of the things he's done in the first two pictures genuinely heroic?
What he's really acting out as an impulse is, I should have stopped that guy that killed my Uncle Ben, but I didn't. So, I'm gonna stop every next guy, and bring them down. A better lesson might be to understand those that commit wrongs, and aspire to a higher relationship with them. Which might perhaps be forgiveness.

You push Peter pretty far, having him do really hurtful things to Mary Jane and others. Does that create a risk of turning off the audience?
I was in conflict, and had many miserable nights about making this character go bad. I didn't want kids to watch Spider-Man do bad things. They come into the theater and because he's wearing this very cool outfit and has heroic music behind him, they look up to him as a hero. But then I thought, He's on the way to learning a lesson. He's got to do bad things and make mistakes to learn.

What do you mean, you had miserable nights?
Sleeplessness. Agitation. It was very hard for me, going through days and days of writing and shooting scenes where he's affected by his dark side. Tobey felt the same thing. It was hard for us, because we love the goodness within that character. [Pause] We probably should have used more restraint. [Laughs]

Well, it worked for George Lucas and Anakin Skywalker. You sound unsure about what people will make of the story.
Who knows if people will like the picture? It's so unknown. This one's really a step in a different direction. We'll see. We'll see if people want to let their hero go to the dark side.