Pity the baudelaire orphans. their parents? murdered. Their home? Destroyed. Their guardian? Count Olaf (Jim Carrey), a dastardly thespian with a passion for overacting. What’s even worse, thanks to director Brad Silberling and production designer Rick Heinrichs, the tots of ''Lemony Snicket'' inhabit a spooky world of cavernous mansions, stuffed animal heads, oversize serpents, and other gloomy touches. ''In [Daniel Handler's] novels the city is capitalized: THE CITY,'' says Silberling. ''And so the city in which our kids live is every city. Somewhat Edwardian and a bit of what we were calling New England Gothic. Basically, Rick and I went out into the real world and stole what we wanted [for] our world.'' Inspiration was found in everything from streets in the Boston enclave of Charlestown to shots of derelict Detroit houses seen in old picture books. The resulting visuals are soaring and scary, darkly comic, and just plain dark. ''There's a Dickensian aura over these children,'' says Heinrichs. ''They're at the mercy of these adults, who range from murderous to, at the very best, harmless but useless. We wanted the visuals to reflect that.''

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