Woody Allen's underrated Shadows and Fog (1991) is an odd gateway into the director's formidable back catalog, but it was indeed my first exposure to Allen's films more than a decade ago. Taking cues from a countless number of German Expressionist films and playing out like a more subdued version of Martin Scorsese's brilliant After Hours, this short ride through a nondescript 1920s urban landscape is equal parts dramatic, talkative, and downright horrific. Our one-night journey follows Max Kleinman (Allen, playing his usual nebbish role), who's rudely awakened by vigilantes in search of a cold-blooded strangler that kills under cover of fog. It's a foggy night, and it's just getting started.

Across town, a traveling circus is coming to an end...and so is the childless relationship of sword-swallower Irmy (Mia Farrow) and reluctant clown Paul (John Malkovich) after he's caught in the arms of voluptuous Marie (Madonna). Irmy leaves with no money or plan, but she's eventually taken in by a prostitute (Lily Tomlin) and her likable co-workers (Kathy Bates and Jodie Foster). A rich University student (John Cusack) is enamored with Irmy, eventually offering $700 for one hour of her time. After the brothel is raided, Irmy's once again homeless but $700 richer (and guilty about it); after bumping into Max, she persuades him to donate the money to charity. Together, they form something of an unlikely pairing, what with his stammering ineffectiveness and her headstrong courage. Yet a killer still lurks in the fog, and Max is a prime suspect after he's found with evidence from the most recent crime scene.

I'd detail more of the plot, but Shadows and Fog is definitely more of an exercise in pure atmosphere than a traditional drama or thriller. It doesn't even have much of a conclusion other than the fact it just stops...and at just 85 minutes in length, it might never really start if you're not in the mood for it. Shot by frequent Allen collaborator Carlo Di Palma, this black-and-white stunner was produced on what was reportedly the largest movie set ever built in New York. It's a maze of cobblestone streets, gaslights, and empty buildings, with enough shadows and fog (roll credits!) to create a heavy blanket that falls over its deceptively light story. The score, performed by Danny Elfman, offers a swirl of haunting cues along with a few bouncy numbers that wouldn't feel out of place on Curb Your Enthusiasm.

So as a whole, Shadows and Fog is certainly not for everyone...but if you're even a casual fan of Allen and haven't seen it yet (and the chances are good, since it grossed less than 20% of its $14M budget), it's most certainly worth 85 minutes of your time. Luckily, the new Blu-ray from Twilight Time plays to the film's strengths, serving up a solid A/V presentation in spite of its challenging visuals; just imagine how bad a film like this looked on VHS. The lack of bonus features is a bit disappointing...but considering the director, we shouldn't be at all surprised.

Shadows and Fog has no shortage of either, and thus requires a great deal of care. Luckily, Twilight Time's 1.85:1, 1080p transfer (on loan from MGM) seems up to the challenge, serving up a film-like atmosphere that captures almost every shade of gray possible. This is a well-lit production and maintains an strong air of mystery while still being fairly easy to follow, ensuring that no important details are lost along the way. Image detail and textures are strong under the right conditions, and the aforementioned shadow detail is consistently good. Still, there are a few problems: some scenes appear to suffer from slight contrast boosting...and, while the overall image is very clean, there are occasional issues with dirt and debris (one scene in particular near the 17:00 mark is especially troublesome, and the problem returns at least once later on). A few artifacts are present, but not distracting. Either way, this is a fine presentation of difficult source material and obviously a big leap beyond MGM's 2001 DVD.

The default audio track preserves the film's one-channel roots, as this DTS-HD Master Audio 1.0 mix has absolutely no trouble translating Shadows and Fog's vintage atmosphere perfectly. Dialogue is clean and well-defined, sporadic music cues are balanced nicely without fighting for attention, and there's even some modest depth when the situation demands it. Optional English subtitles have been included during the main feature, as well as Twilight Time's signature Isolated Score track that highlights Danny Elfman's playful and occasionally haunting cues. It's an effective alternate experience for die-hard fans, especially given Shadows and Fog's quasi-silent film ambitions.

The interface is plain but perfectly functional, with quick loading time and the bare minimum of pre-menu distractions. This one-disc release arrives in a clear keepcase with two-sided artwork and a nice Booklet featuring production stills, vintage promotional artwork, technical specs, and the usual essay penned by Julie Kirgo. Aside from the isolated score mentioned above, extras are limited to the film's Theatrical Trailer...not surprising for a Woody Allen movie.

Shadows and Fog is perfectly good entertainment if you're in the mood; it captures the absurd fever-dream atmosphere of many German Expressionist films and might also belong in the same rabbit hole as Martin Scorsese's underrated After Hours. Even if its ending falls a little flat, the film's impressive visuals, pitch-perfect score, and clever twists will most likely stick in your brain for days afterwards. At its heart, this is still a Woody Allen picture through and through...so if you're at all a fan of the director and haven't seen Shadows and Fog, it's a fairly safe bet. If you're not, this just might be an effective gateway drug. Twilight Time's Blu-ray is a modest step up from MGM's 2001 DVD, serving up a solid A/V presentation and two minor but appreciated extras. Recommended.