Though it will please his fans, "Shadows and Fog" is probably not for anyone other than dyed-in-the-wool Woody Allenphiles.

An intriguing mix of influences, primarily writer Franz Kafka, German silent-film expressionism ("The Cabinet of Dr. Caligeri," "Nos-feratu") and more recent works by Wim Wenders (especially "Wings of Desire"), "Shadows and Fog" is vaguely set in middle Europe during the 1920s, shot in gorgeous black and white with arch, angled sets shrouded in fog and darkness.

The action takes place in a single night as a nebbish clerk named Kleinman

(Allen) is awakened from his sleep by a band of vigilantes who intimidate and enlist him in their search for a killer on the loose.

But by the time Kleinman gets outside, everybody is gone. He doesn't know what he's supposed to do or where he's supposed to go. So he spends much of the movie wandering the spooky cobblestone streets, interacting with characters he runs into. And ultimately, he becomes a suspect.

Meanwhile, a traveling circus has settled in for the night and sword-swallower Mia Farrow has a fight with her clown lover (John Malko-vich). It seems he's been dallying with the trapeze artist (Madonna). So, Farrow leaves the circus and goes into town.

Eventually, Farrow and Allen will meet, of course, though they are never linked romantically. And they will change and grow, freeing themselves from their own repression.

Allen doesn't try to build any real suspense, though there are opportunities for it. Rather, he's content to send up film styles and literature, peppering each scene in which his character appears with typical Allen one-liners. In some ways, it seems as though Allen's contemporary character has been dropped into an old '50s Ingmar Bergman film. But unlike "Love and Death," "Shadows and Fog" is played completely straight — save Allen and his one-liners.

Allen's familiar themes — life, death, love, sex, the afterlife, belief in God — all get the once-over, and here and there the treatment seems a bit pretentious. What's more, the spot-the-star mentality (a brothel is populated by Kathy Bates, Jodie Foster and Lily Tomlin; Madonna's role is a very brief cameo; Kate Nelli-gan plays Allen's girlfriend in a long shot that makes her hard to identify) wears out its welcome. Of the stars in small roles, only John Cusack and John Malkovich make any real impression as characters. And Julie Kavner makes a very funny one-scene appearance as Allen's jilted fiance.

Still, "Shadows and Fog" has enough fascinating visual imagery and hilarious bits from Allen himself to make it more than worthwhile for fans.

It is rated PG-13, primarily for vulgar dialogue in the brothel scene. There is some profanity and violence, as well.