"Shadows and Fog" is Woody Allen's tribute to German Expressionism, and it's very interesting, often funny, and at times downright strange. He gives no indication of the setting or time, and as is often true with Allen, there's a serious undertone. His nebishy character, Kleinman, is woken up in the middle of the night in his home for reasons having to do with a serial killer at large. Poor Kleinman doesn't know exactly what he has to do with anything, but as he puts it, everything seems to know what he's supposed to be doing but him. Across town, Mia Farrow is the circus performer Irmy, who finds out her boyfriend (John Malkovich) is cheating on her, so she leaves him. She winds up in a brothel with some real characters played by Lily Tomlin, Kathy Bates, and Jodie Foster. A client (John Cusack) declares himself in love with Mia and offers her money to sleep with him. When it gets up to $700, she accepts. Later she meets Kleinman and sends him to the church to donate all but $50. The priest is impressed, and the police cross Kleinman's name off the list of suspects. Then they meet a beggar, and she sends Kleinman back for half the money. Kleinman's name goes back on the list of suspects.

Yes, it's an odd but fascinating film. The atmosphere is bizarre, very German - dark, bleak, and foggy, with a scary serial killer out of "M." Big stars float in and out of the film, like Madonna, some with tiny roles. The funniest scene is when Kleinman tries to hide out at his ex-girlfriend's (Julie Kavner) who calls him every name in the book and then tries to turn him in.

Kleinman is an innocent man caught in confusing circumstances and times, not sure which side he should be on - there are two factions trying to catch this killer, and both attempt to recruit him - and all the poor guy wants is a promotion at his job. Though his reactions are often amusing, imagine being awoken by the police in the middle of the night and having no idea what it's about. It's happened, though, as it happens in the film. As Kleinman wanders the streets, unsure of where he's going, we can relate.

On first viewing I wasn't crazy about Shadows and Fog, while the film looked fantastic and was well-directed the characters left me cold, the film didn't seem to know what tone it wanted and the story seemed meandering and dull. On re-watch however Shadows and Fog fared much better(as was with almost all the Allen films that didn't impress at first apart from Anything Else),it is nowhere near among Woody Allen's best and is around the lower middle of his filmography but I found it a good film and not among Allen's worst that it's often said to be. Visually, Shadows and Fog looks fantastic with brilliant black and white cinematography and Expressionistic images that are as striking as they are haunting. Allen's films are always well-made, but Shadows and Fog visually like Zelig is quite unique from a visual standpoint. The music is very eerie and fits the atmosphere perfectly, in fact if anything it adds to it. While it was confusing of what tone the film was trying to go with on first viewing, on re-watch it was much clearer and that criticism seems unfair now. The dialogue is both subtle and hilarious(love the brothel scenes) with sharp homages and insight in characteristic Woody Allen vein, but even more impressive was the murder-mystery element while a really chilling atmosphere is created, helped by the visuals and music. Allen's directing is as always adept and his performance, the most memorable, is a lot of fun. John Cusack does nervous and angsty very nicely and Jodie Foster and Kathy Bates are remarkably good in against-type roles. Shadows and Fog has imperfections, Mia Farrow for me overdoes it and comes across as shrill, John Malkovich deserved much more to do and is a little wasted and Madonna is rather out of place. The story does have its drawn out and aimless patches with an ending that felt convoluted and hurried, and the characters are not very interesting, a lot of them barely in the film. To conclude however, a good film but considering how well the best assets come off it could have been more than good. 7/10 Bethany Cox

Bookkeeper Kleinman (Woody Allen) is awakened by a vigilante mob with a plan to catch a serial strangler who always strikes during foggy nights. He goes to the morgue to ask the doctor (Donald Pleasence) about the plan. After he leaves, the doctor is killed by the strangler and he fears a glass will point to him.

In a traveling circus, sword swallower Irmy (Mia Farrow) discusses leaving with her clown boyfriend Paul (John Malkovich). She catches him cheating on her with tightrope artist Marie (Madonna). Irmy runs away and is taken in by prostitutes (Lily Tomlin, Jodie Foster, Kathy Bates). Jack (John Cusack) pay her $700, an outrageous sum, to sleep with her. The police raids the whorehouse and they are brought to the station where Kleinman steals the glass.

This is a meandering tale. Its black-and-white style points to the old German silent movies. It's stock full of big actors in small roles. It has bits of funny moments, mostly Woody with Mia. Woody is playing around with the style. There is no murder mystery since the killer's face is shown. It doesn't make for a compelling story but it's an interesting exercise nevertheless.