The Disney film is based on two preteen characters, Spin and Marty, who were regulars in the Mickey Mouse Club TV serial in 1958. One of the kid’s parents leaves him in the care of a butler, played by Charles Shaughnessy, while they are vacationing in France. A mortician (Judd Nelson) named Hulka, moves into an adjoining penthouse apartment. Hulka drives a vintage hearse. His wife, played by Yancy Butler, is an exotic looking woman wardrobed in 1940s to ‘50s outfits.

Spin and his friend Marty hide a few home video cameras in the hallway so they can spy on the mysterious Hulkas. They discover that the mortician murdered a woman who was blackmailing him and he plans to kill his wife.

“There are scenes with heightened drama,” McLachlan says, “but we kept it at a comic level.”

About  half of the film was shot on a single set at Lion’s Gate Studios in North Vancouver, British Columbia, which served as both posh penthouse apartments with the help of the set dresser and painters. The producers and director Rusty Cundieff wanted the audiience to see the sets. The primary source of natural light in both apartments was a wall of windows. The exterior was an 80-foot wide Rosco translight, which can be front or backlit to emulate any time of day.

Interior lighting mainly came from a truss rigged outside the windows. McLachlan hung five 20Ks, evenly spaced with sheets of 220 diffusion on the lamps. Sometimes he took a sheet or two of diffusion off if he wanted the light a little harder.

The truss was on a winch that could be raised and lowered. He used 4 x 8 foam cores to bounce soft light over broad areas.

“The mortician’s apartment was morbid, with dark blacks, grays and purples. The kid’s apartment was a much happier environment with off-white, rose, beige and other warm colors. We wanted it to look natural and not like lit sets,” he says.

McLachlan generally shot the kids’ point of view off a low dolly. He punctuated key moments with fast moves and wide angle (18mm and 25mm Cook) lenses which depicted adults as cartoonish and caricatured. Coverage of the two kids was usually done with more normal portrait lenses, in the 50, 65 and 75mm range.

McLachlan used a combination of lighting and choice of lenses to define Yancy Butler’s character. Initially, she is seen from the perspective of a wide-angle lens. As she transitions into a sympathetic character, McLachlan used longer lenses and more flattering lighting. She transitions from scary to glamorous.

“She has a fabulous bone structure,” says McLachlan. “I used a small source that defined the shape of her face, and a tiny bit of diffusion, either a number one SFX or a very light SuperFrost filter.”

His A camera was an Arri 535 that enabled him to control the frame rate to compress or stretch shots. The scene where the Hulkas arrive in a hearse and moving van is staged in front of the apartment building. The kids, butler and a doorman are waching from the lobby. McLachlan mounted the camera on a plank with the A and B operators on either end. As the hearse pulls up, the camera went flying out the door and down the sidewalk, running as fast as they could move.   

The frame rate was ramped down from 24 to 6 frames per second, and then back to 24 just as Butler pulls herself through the door into a close-up.

McLachlan used a B  camera (a Moviecam) on most shots to get maximum coverage of the kids on their limited eight-hour-a-day schedule.

With the exception of one day, McLachlan says the weather was spectacular, and the sun didn’t set until around 10pm. He opted to shoot both interiors and exteriors on the Eastman EXR 5293 film, because the high-key look called for a tight grain structure and contrast which helped to amplify the bright, summery days.

“There’s a wild car chase scene at the end,” says McLachlan. “Mr. Hulka is driving one hearse and the kids and butler are in hot pursuit in a second one,” he says. “The only bad weather day occurred while we were shooting the second half of the chase. The first half was shot with a brilliant blue sky background. I  moved whatever large lights we had in as close as possible, and also bumped the contrast up during timing.”

McLachlan says that the two halves of that climatic scene aren’t a perfect match, but he’s probably the only one who notices.