What are the chances of me getting into a seduction scene with Meryl Streep?" Jim Carrey asks. Slim. But like most things you'd rather not see, it's happening anyway. Here, on a soundstage south of Los Angeles, where Lake Lachrymose has been re-created in all its gloomy glory, the evil Count Olaf (Carrey) is sporting a fake wooden leg and putting the moves on phobic Aunt Josephine (Streep), chatting her up about... grammar and flesh-eating leeches. "Yes, all the big turn-ons," Streep says later, laughing. "The standard tropes of modern romance." It gets worse. In the world of the Baudelaire orphans, it always does.

If you're under 15, you may already know about the tragic fate of Violet (Emily Browning), Klaus (Liam Aiken) and Sunny Baudelaire (twins Kara and Shelby Hoffman). They lived a perfect life until their mansion was mysteriously consumed in flames, their beloved parents along with it.

With no real relatives and their inheritance locked away until they reach adulthood, the orphans are deposited with the murderous Olaf, a narcissistic actor eager to relieve them of their fortune. The kids escape, but no matter where they go, Olaf slithers close behind. All of this has been chronicled in 11 miserable, best-selling novels by the elusive Lemony Snicket. Now the first three books have been made into a movie, "Lemony Snicket's A Series of Unfortunate Events." On Dec. 17 the world will get to watch the waifs suffer in gorgeous living color. Before you buy a ticket, you should know that the movie is as dreadful--a word that here means full of dread--as the books, and you shouldn't see it if you're scared of snakes, cliffs or oncoming trains. Which raises the question: why should kids go to see this movie? "Easy," says Carrey, a parent himself. "The leeches."

But first, it is our pleasure to report all the terrible things that befell "Lemony Snicket" on its path from page to screen. About four years ago, Nickelodeon Movies, a division of Paramount, bought the rights to the cheerfully morose novels. "We knew that, with the help of the right people, we could turn these subversive, irreverent books into a perennial film like 'The Wizard of Oz'," says exec Julia Pistor. Paramount's top producer, Scott Rudin, wanted to produce the movie. He hired director Barry Sonnenfeld ("The Addams Family"), and together they signed Lemony Snicket (nom de plume of Daniel Handler) to write the screenplay. Carrey was interested in playing Olaf. Everything seemed almost perfect, which here means tragedy is just around the corner.

Paramount, which had a penny-pinching reputation, told Rudin and Sonnenfeld to cut their tight $96 million budget by $10 million more. Rudin quit. Paramount went looking for another studio to shoulder half the cost. It found DreamWorks, where the executive husband-and-wife team of Walter Parkes and Laurie MacDonald had long loved the books. Problem was, Sonnenfeld didn't like them very much, and assumed the feeling was mutual. The three of them had previously battled while making "Men in Black II." So, long story short, Sonnenfeld was sent packing.

Director Brad Silberling, meanwhile, was traveling around Europe with Dustin Hoffman, screening his film "Moonlight Mile," when he got a call asking if he'd be interested in grabbing the "Snicket" reins. "At first I was pretty dismissive," says Silberling, a Steven Spielberg protege and an early contender to direct the "Harry Potter" movies. "I mean, what is 'Lemony Snicket'? It sounds like a sneeze." Still, he popped into a London toy store to check it out. "They had a Lemony display, which was encouraging," he says. "Of course, it was dwarfed by the Harry Potter display. I loved that."

With a production team finally in place, the budget got bumped to more than $140 million and personality conflicts seemed to vanish. (They would resurface later in the editing room, when Parkes and Silberling crossed swords over whether certain shots should be cut.) Early on, all was well, except for the fact that Daniel Handler, although a best-selling author, was new to the screenwriting game, and had slaved over eight drafts of a screenplay that nobody liked. "Oddly, the draft I read seemed to violate the spirit of the books," Silberling says. "I assume he had been steered that way, but it felt really... shticky. Big and loud and shticky." Handler kind of liked it, of course. "But I wasn't sure I was up for another round of rewrites." Pause. "Neither were the new producers and the director." So Lemony's script got the ax. Ironically, the finished movie has heartwarming touches that may surprise fans.

Although some marvelously horrid things happened during shooting--Silberling had to fire the adorable triplets who were playing the baby orphan Sunny Baudelaire, for instance--the movie itself, we're sorry to inform you, is pretty charming. Audiences may like it more than critics, but everyone should agree it's one of the most wickedly stylish movies of the year. "We sort of called the look Dickensian New England," says Silberling of the twisted world created by production designer--and longtime Tim Burton collaborator--Rick Heinrichs. It was the perfect environment for Carrey to ham it up as Olaf, playing the count as he donned ever stranger disguises. "The makeup and hair guys were just amazing," says Carrey. Studio executives had worried that their star wasn't recognizable under all that hair and rubber. "Everybody's like, 'Oh, gosh! It doesn't look like Jim'," says Carrey, who heard the same thing when he played the Grinch. "But it's not going to matter if I have three inches of latex on my face. I will figure out a way to get through it." Of course, that still doesn't answer the question of how Carrey creates these bizarre characters. "Well, they tell me it has something to do with serotonin levels," Carrey says. "Fortunately, they've been up for a while." Don't you hate a happy ending?