studio decided that changing the shoot from Hollywood to Wilmington, North Carolina, would be less expensive. The April 2003 start date was also pushed back. Paramount eventually settled the situation in January 2003 by enlisting help from DreamWorks Pictures to co-finance the film, but Sonnenfeld vacated the director's position. Rudin and Sonnenfeld had no involvement with the film afterward, but were credited as executive producers. Carrey remained with approval over the hiring of the next director. Brad Silberling signed on to direct in February 2003. He was not familiar with the series when he was first approached. He quickly read the first three novels and was excited that "Hollywood was taking a chance to put over $100 million to adapt these inventive children's books onto screen". Handler, who wrote eight drafts of the script for Sonnenfeld, was replaced by Robert Gordon in May 2003. Handler approved of the changes that were made to his screenplay. "I was offered credit on the film for screenwriting by the Writers Guild of America", Handler continued, "but I didn't take it because I didn't write it. I felt like it would be an insult to the guy who did." Filming Filming was set to begin in October 2003, but was pushed back. Principal photography for Lemony Snicket's A Series of Unfortunate Events began on November 10, 2003, using the sound stages and backlot at Paramount Studios in Hollywood. Silberling avoided using too many digital or chroma key effects because he wanted the younger actors to feel as if they were working in a realistic environment. Olaf's mansion occupied two sound stages, while the graveyard and the ruins of the Baudelaire mansion were constructed on the Paramount back lot. After 21 weeks of shooting at Paramount, production then moved to Downey Studios, a former NASA facility in Downey, California, for eight more weeks. Downey housed the circular railroad crossing set complete with forced perspective scenery, as well as a newly constructed water tank complete with over one million gallons of water. The water tank was instrumental in filming scenes set at Briny Beach, Lake Lachrymose, Damocles Dock and Curdled Cave. Filming for A Series of Unfortunate Events ended on May 29, 2004. Design Silberling, production designer Rick Heinrichs and costume designer Colleen Atwood all aimed for the film's setting to be ambiguous, giving it a "timeless" feel. Heinrichs also added steampunk designs to the period.