Shadows and Fog

An unfairly overlooked movie that transports Woody Allen and a star-studded cast to 1920s Europe.

Woody Allen

Trevor Gilks


Shadows and Fog is a movie that my limited critical capacities tell me that I should hate. Partly because so many of the people with functioning, fully-developed critical capacities do hate it. It scored a dismal 55% on Rotten Tomatoes, made it onto Gene Siskel’s Worst of 1992 list, and inspired Owen Glieberman to suggest that Woody Allen had lost his touch. The very article that inspired this whole website even listed it as one of Allen’s worst. Yet, while I acknowledge the accuracy of many of their criticisms, the truth is that almost none of the film’s so-called faults bothered me. The actual viewing experience was immensely funny and entertaining — there isn’t a single thing I would’ve changed.

One common criticism is that the movie is built around a gimmick. It’s filmed in black and white on what is obviously an indoor studio set doubling as the 1920s streets of an Eastern European city (presumably Prague, although they don’t say precisely). Yes, this is a “gimmick” — but it’s an enjoyable one, in the same way that The Purple Rose of Cairo’s gimmick was. Even if the unique setting and style serve no other purpose (and it’s quite possible that they don’t), what’s wrong with a little atmosphere?

I have a strong affection for black & white movies, and I’ve always mentally grouped them into two aesthetic categories. There are the American movies from the ‘30s and ‘40s, particularly film noire, that are sharp, crisp and really are black and white. Then there are are older movies and German expressionistic fare which are rarely pure black or pure white, but exist in the many shades of grey in between. Shadows and Fog, in fitting with its location and time period, is definitely visually inspired by the second category. It’s a movie of almost no visual contrast — everything is grey and indistinct (shadowy and foggy, as it were).

Scene from The Third Man
The Third Man (1949)
Scene from Metropolis
Metropolis (1929)
Scene from Shadows and Fog
Shadows and Fog

The plot all depends on two things that have come to the movie’s strange town: a serial strangler, and the circus. The killer is of great concern to the film’s Kafaesque hero, Kleinman (Woody Allen). A fumbling neurotic reminiscent of Allen’s characters in Bananas and Sleeper, Kleinman is enlisted by a vigilante group to patrol the town in hopes of catching the killer. Soon, however, the vigilante group splinters and re-forms in various ways, and Kleinman ends up the target of several vigilante groups, the police, and the killer himself. Throughout the ordeal, he never fully understands what’s going on, no one listens to him, and everyone’s upset with him — like I said, Kafkaesque.

Woody Allen in a scene from Shadows and Fog
“We have a plan to trap him.”
“Plan? What plan?”
“You’ll find out your assignment. Get dressed, we’ll meet you downstairs.”

Elsewhere, the circus breaks for the night and the clown (John Malkovich) and the sword-swallower (Mia Farrow) have a domestic dispute. Malkovich plays Allen’s zillionth self-involved, struggling artist, although, in a refreshing change, he’s a clown rather than a novelist.

John Malkovich and Mia Farrow in a scene from Shadows and Fog
“We’re not like other people. We’re artists. With great talent comes responsibility.”

The sword-swallower (who’s name is Irmy) soon catches her clown husband in bed with the strongman’s wife, and storms off into the mysterious city with a broken heart. The strongman’s wife, by the way, is portrayed by Madonna, who’s picture I’m now going to include solely as a way of boosting search engine traffic:

Madonna in a scene from Shadows and Fog
Oh, hey look, it’s Madonna!

The first person Irmy meets is a sassy prostitute played by Lily Tomlin, who invites her to spend the night at her brothel, as she has no other place to stay.

Lily Tomlin in a scene from Shadows and Fog

In addition to the alleged gimmickry, there are a few other common criticisms, two of which are exemplified in the scene that follows. The first criticism — and this is one that I’ve made myself many times in other reviews — is that the movie is rife with self-plagiarism. In this particular scene, three seasoned ladies of the night shock a newcomer’s naive sensibilities with their bawdy stories and jaded world-views, and it’s almost identical to a scene in The Purple Rose of Cairo, when Tom Baxter (Jeff Daniels) inadvertently stumbles into a cathouse. The way it’s filmed is also familiar: the camera swirls above the heads of the stars, naturalistically highlighting each of their faces, just like the famous restaurant scene in Hannah and her Sisters. The second criticism is that Allen squanders vast reserves of acting talent. The three prostitutes are played by Lily Tomlin, Jodie Foster and Kathy Bates. Mia Farrow is the only actress in this scene without an Oscar nomination — the other three women combine for eight. Despite their talent and star power, they’re relegated to a few fleeting moments as characters that are little more than stock archetypes.

It’s true that the talents of Foster, Tomlin and Bates are mostly untapped, just as it’s true that the scene is a Frankenstein mix of memorable moments from other Woody Allen movies. But it’s also true that the scene is wonderful. Two things that worked for Woody Allen before work for him again. He and cinematographer Carlos Di Palma have the same wit and energy they had previously, so while it may feel familiar, it never seems lazy. And although the actors are underused, they’re far from unused. Each of them (Tomlin especially) steal their scenes and make the absolute most of their brief time.

Lily Tomlin and Jodie Foster in a scene from Shadows and Fog
Mia Farrow in a scene from Shadows and Fog

Everything I said about that scene applies to the movie as a whole. It’s familiar, yet vibrant. Swarms of both A-list stars and beloved character actors show up only to swiftly depart, leaving you desperately wanting more.

If only in the interest of getting off the defensive, I should point that there are many refreshingly original elements of the film as well. The film’s numerous Bergman and Fellini homages are nothing new, but Allen’s Kafka tribute is one of the author’s best film interpretations I’ve seen. Woody Allen, I realized, was born to play a Kafka protagonist. In all of his comic roles he’s flustered, frustrated, but somehow endlessly determined. The best, and funniest, scene involves a vigilante (Kurtwood Smith) who menacingly breaks down the new vigilant justice political system in a way that is incredibly detailed but makes no sense.

Kurtwood Smith and Woody Allen in a scene from Shadows and Fog
“Are you with us or against us, Kleinman?”
“I don’t know... I don’t have enough facts to choose.”

One final major criticism is that the film in all over the place, tonally. It aims to be darkly funny in some moments, overtly goofy in others, purely absurd in others, romantic in others, and occasionally even genuinely frightening. This is true — however, each of the movie’s schizophrenic moods are enjoyable. It is funny when it wants to be, and it really is romantic, frightening and absurd at times. If it doesn’t cohere as a whole, it’s none the less entertaining as a result.

Although Allen and Farrow do, of course, spend some time together in the movie, their relationship is not explicitly romantic (it’s most similar to their chaste but tense relationship in Broadway Danny Rose). The real romance comes between Farrow and a philosophical college student Jack (John Cusack), whose dialogue often seems to be ripped wholesale from Crime and Punishment. Jack initially mistakes Irmy for a prostitute and, although she isn’t, she decides to give it a try after he offers her an exorbitant amount of money. Mid-tryst, she decides she actually has feelings for him. The moral dubiousness of this set-up lends their relationship a welcome edge, pleasantly differentiating it from Allen’s increasingly bland romances.

John Cusack and Mia Farrow in a scene from Shadows and Fog

While the peoples’ reactions to the killings are absurd, the scenes involving the killer himself show Allen nervously — and promisingly — trying his hand at real suspense. As the unnamed strangler walks around the streets, his ominous shadow throws itself onto the city’s darkened walls. In an early scene, the killer (Michael Kirby) confronts the coroner who’s become fascinated by his work (Donald Pleasance). Their darkly philosophical conversation recalls Bergman’s Seventh Seal, although it meets a decidedly more visceral conclusion.

Donald Pleasance and Michael Kirby in a scene from Shadows and Fog
“I’m curious to know where insanity ends and evil begins”
“If you looked in my mind you would see only chaos”

Elsewhere, Allen regulars Julie Kavner, Wallace Shawn and Kenneth Mars all show up for one hilarious scene each as Kleinman’s ex-wife, Kleinman’s co-worker, and a drunk magician, respectively. Mars, in particular, is as over-the-top ridiculous as he was as the Nazi-loving theater enthusiast in The Producers. He jarringly moves the film into more goofy territory, but provides one of the funniest performances in a Woody Allen movie (excepting those by Woody Allen) in close to a decade.

Wallace Shawn and Woody Allen in a scene from Shadows and Fog
“Our boss asked me to tell you, you didn’t get the promotion. In fact he gave it to me! He described you as a ‘cringing, slimy worm.’”
Kenneth Mars and Woody Allen in a scene from Shadows and Fog
“People need my illusions, like they need the air they breathe!”

There are some Woody Allen movies so objectively great that to have a negative opinion of them is just, quite simply, wrong and inaccurate. Shadows and Fog is not one of those movies. Despite my enchantment, I’m aware of the dozens of reasons why you might justifiably shrug it off. It’s familiar, disjointed, uneven, and directionless... but also funny, smart, and exciting. I’d rank it alongside Another Woman as my most pleasant surprise yet.

Memorable Woodyisms

  • “Are you a coward? Or a worm? Or a yellow-belly?”
    “No... but keep going.”
  • “I don’t want you to get stabbed to death!”
    “Don’t worry, he mostly strangles.”
  • “I slept with someone for money. Does that make me a whore?”
    “Well, no, only by the dictionary definition.”
  • “I want to believe in God, but I can’t. I can’t even make a leap of faith to believe in my own existence.”
  • “A deranged person is supposed to have the strength of ten men. I have the strength of one small boy... with polio.”
  • “I’m a prostitute”
    “Well, I’m not one to begrudge someone their personal hobbies.”
  • “Are you religious?”
    “Sort of, but my people pray in a different language, so I never really knew what they were saying.”
  • “I’ve always thought you were incompetent.”
    “I’m not incompetent! I’m not smart enough to be incompetent.”

Fun Facts

  • IMDb claims this is Allen’s most expensive movie yet, costing $19 million. The funny thing is, that’s still a very modest budget for a major studio picture.
  • A much more notable record: this film featured the largest set ever built in New York.
  • Woody Allen screened the film with Orion Pictures president Eric Pleskow. Allen said “he looked like he’d been hit with a mallet after he saw it.” Pleskow was apparently alarmed at the film’s aggressive box-office unfriendliness.
  • The film is based on Allen’s one-act play titled Death.
  • Several reviews say that the film’s serial killer is actually Death personified, although I don’t remember them saying that in the movie. Perhaps it was revealed in Allen’s play, or maybe I just missed that part.
  • This was Allen’s last movie with Orion Pictures (they had produced all of his movies since A Midsummer Night’s Sex Comedy), as they went bankrupt in 1991.
  • The brothel scene featured the two reigning Academy Award winners for Best Actress — Jodie Foster (1991, Silence of the Lambs) and Kathy Bates (1990, Misery).
  • This movie came out in the very end of 1991 and didn’t make it into wide release until 1992, which is why it’s often listed as a 1992 movie.
  • Middle-initialed duo John C. Reilly and William H. Macy (who also appeared together in Boogie Nights and Magnolia) both have small roles as police officers. I just now realized that this performance, combined with his brief cameo in Radio Days, means William H. Macy was unfairly left out of the frequently cast actor infographic I posted a while back.
  • Peter Dinklage, who, thanks to Death at a Funeral and Game of Thrones, is probably the most famous midget in the world, is in this movie. He plays a midget.