Shadows and Fog is a 1991 American black-and-white comedy film directed by Woody Allen and based on his one-act play Death (1975). It stars Allen, Mia Farrow, John Malkovich, Kathy Bates, David Ogden Stiers, Jodie Foster, Lily Tomlin, John Cusack, Madonna, and Kenneth Mars. It was filmed on a 26,000-square-foot (2,400 m2) set at Kaufman Astoria Studios, which was the biggest set ever built in New York. It was also Allen's last film for Orion Pictures.