Count Olaf's manse (pictured) presented one of the biggest design challenges of the film. Silberling and Heinrichs wanted something that appeared to have once been grand but now lies in tatters. ''We thought, This is a place that — through nefarious means — he inherited but has never had the funds to keep up,'' says Silberling. ''He's probably burned every stick of furniture [in the fireplace].'' Keep an eye out for the grand staircase: Silberling is a huge fan of the Carol Reed classic The Third Man and says, ''It's a little tip, architecturally, to that movie. We basically stole it.''

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