‘I was never looking to make a pop album,’ claimed actress-turned-singer Scarlett Johansson in a 2008 interview while promoting the release of her debut album. ‘It’s not to say that there’s not a place for pop, it’s just not my cup of tea.’ Anywhere I Lay My Head, released one day before her third and final Woody Allen collaboration Vicky Cristina Barcelona, was an eclectic collection of reinterpretations of songs originally recorded by Tom Waits, an unexpected offering for a Hollywood star’s attempt at breaking onto the music scene. In the years leading up to her inauguration in the Marvel Cinematic Universe with 2010’s Iron Man 2 her career had been somewhat inconsistent and unpredictable, having balanced commercially successful pictures like Lost in Translation with the long-forgotten comedy The Nanny Diaries. At just twenty-three, Johansson seemed like the most unlikely of contenders to release a tribute album in honour of an artist such as Waits, yet it would be this daring approach that would set the album apart from other actors attempting to conquer a new medium.

Since the dawn of the musical Hollywood movie stars have attempted to find success on both the big screen and in the world of music, with the likes of Judy Garland, Fred Astaire and Frank Sinatra all enjoying phenomenal success both as actors and singers. But in later years the transition between one art form and the other would often prove problematic, as the musical aspirations of movie stars Bruce Willis, Kevin Coster and Keanu Reeves would prove. There would be some exceptions however, with Kylie Minogue launching a successful pop career following a popular starring role on a daytime soap opera, but for many actors their cinematic image often hinders their appeal as a music artist. But for Johansson, who had already appeared on-stage with the Jesus and Mary Chain and participated in the compilation Unexpected Dreams, the chance to record her own album was less a desire to break into the charts and more a way to pay homage to one of her childhood heroes.

‘I had originally recorded a song, a version of Summertime, for a benefit album,’ Johansson explained how the inspiration behind Anywhere I Lay My Head. ‘The album was distributed by Rhino and the people at the label felt really pleased with the song, so they said, ‘Have you ever thought about recording a whole album?’ I’ve just had so many friends who would kill for that opportunity that I almost couldn’t pass it up. I have always loved to sing. When I was a little girl I wanted to be in musicals and all that kind of stuff. So it seemed like a really exciting adventure. At first, I thought I would just do an album of standards. But then I couldn’t figure out which standards to do. I did know, though, that I wanted to record this Tom Waits song called I Never Talk to Strangers, which is a duet that he does with Bette Midler.’

I’ll do a whole album of Tom Waits songs

Without a clear direction of how to approach recording an album Johansson initially brought together a group of jazz musicians and entered a studio to record a selection of old songs, but the actress soon realised that without focus and design the sessions soon became a disaster and so Johansson began to suggest material from both Waits and Cole Porter that they could perform. ‘People were like, ‘You’re going to do a Tom Waits song with a bunch of Cole Porter songs? That’s kind of strange,’ she stated. ‘It turned into, ‘Hmm, maybe a few more Tom Waits songs. Actually, I’ll do a whole album of Tom Waits songs.’

But with little experience in creating music and feeling out of her depth with developing an entire album she would seek the assistance of a producer who could guide the project through to fruition. ‘I realised that trying to recreate Tom Waits’s sound with my voice, it just sounded really camp,’ she continued. ‘I knew what kind of sound I wanted in my head but I realised that I needed someone to help me get there. I was looking at certain producers who would be into the idea and someone said, ‘Have you ever met Dave Sitek from TV on the Radio?’ I have always been a huge fan of that band. I love that kind of massive sound that they have so I was really curious to meet Dave. Then once we spoke, it was very obvious to both of us that we shared the same ideas.’

Having found a trusted collaborator to bring a sense of discipline to the proceedings, sessions took place over thirty-three days at Dockside Studio, a twelve-acre estate in Maurice, Louisiana which, since its launch in the late 1980s, had played host to such revered artists as Mark Knopler and B.B. King. ‘The first thing she did was go downtown to a restaurant and she got recognised. It was a real drag because people were saying stuff to her like, ‘I don’t believe it’s you. Take off your glasses,” recalled the studio’s co-founder Wish Nails. ‘That was the last time she went out to eat. But the rest of the trips were to Wal-Mart and Albertsons. When I tell you she went to Wal-Mart and Albertsons, she went a lot!’

While the original intention had been to record a few tracks composed by Waits that would be included alongside renditions of other old songs Johansson eventually decided that to record an entire album based on the works of the legendary artist, with only one new offering co-written by Johansson and Sitek. ‘I first got into Tom Waits when I was like, eleven or twelve,’ she recalled. ‘A friend of mine, her dad listened to Tom Waits all the time so I was introduced to his music pretty young. Then I had a boyfriend in high school who was a huge Tom Waits fan. I guess Tom Waits was always a part of my adolescence. It’s funny how the songs mean something different to me now than they did when I first heard them. I remember listening to the songs when I was a kid and laughing. Some of them are almost silly in a way, like I Don’t Wanna Grow Up. When you’re twelve, that means something completely different to you than when you actually recognise that there’s a grown man singing that song.’

Johansson and Sitek would bring together a host of musicians to bring the material to life, with contributions coming from multi-instrumentalist Stuart Bogie, Sean Antanaitis and Dave Bergander of the Baltimore-based soul band Celebration and TV on the Radio frontman Tunde Adebimpe. But while his participation may have been brief the most important participant would be David Bowie. ‘Bowie became involved in kind of an amazing way. It was incredible, actually,’ stated Johansson. ‘When I first wanted to do the Bette Midler-Tom Waits duet I was thinking about who would I duet with, who would make it interesting. I thought maybe, you know, David Bowie. I’ve always loved his voice and everything about him. So I thought it would be great if he could sing the Waits part, or if he could sing the Bette Midler part and I could sing the Waits part, or something like that. I mean, a duet with David Bowie-that was my thirteen-year-old fantasy.’

Throughout his career Bowie has often made guest appearances on an array of artists that would range from legendary singers like Iggy Pop and Queen to twentieth-first century groups such as Kashmir and Arcade Fire. Most recently, he had joined Sitek in the studio when he recorded with TV on the Radio on their sophomore album Return to Cookie Mountain. It would be a chance encounter during a dinner that would bring Bowie onto the project. ‘He said, ‘Hey, I hear you’re working with Dave Sitek,” she told Rolling Stone. ‘I said, ‘Yeah, I’m super excited.’ In my mind I was thinking, ‘If you get a chance come down to Louisiana, we’ll be down there for five weeks.”

Despite his enthusiasm scheduling conflicts would result in Bowie being unable to perform alongside the singer but while on location in Spain filming Vicky Cristina Barcelona with Allen she received a phone call from her producer informing her that Bowie had appeared at the studio and performed backing vocals on two songs, Fannin’ Street and Falling Down. ‘I got this call from Dave, and he was like, ‘You’ll never guess who I have in the studio right now.’ And, sure enough, it was Bowie,’ said Johansson. ‘According to Dave, Bowie came in totally prepared with the sheet music and everything. He already knew what parts he was going to sing. I just, you know, basically peed myself when I found out. So that’s how it happened. Pretty exciting.’