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, Donald Pleasence, 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.