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The album, entitled Anywhere I Lay My Head includes 10 Tom Waits covers and one original, "Song for Jo", composed by Scarlett and TV On The Radio's Dave Sitek. Anywhere I Lay My Head will be released on Rhino Records' Atco label on May 20, 2008. Johansson, who has been singing since she was little but doesn't consider herself a songwriter, was offered a record deal a while back – but delayed recording until she could come up with the right songs to cover. She had originally planned to record an album of standards, then changed her mind after adding "I Never Talk to Strangers" to her repertoire. "I wanted to do 'Never Talk To Strangers', a duet between Bette Midler and Tom Waits," she said. "People were like, 'You're going to do a Tom Waits song with a bunch of Cole Porter songs? That's kind of strange.' It turned into 'Hmm, maybe a few more Tom Waits songs. Actually, I'll do a whole album of Tom Waits songs.'"
Scarlett spent 33 days in Maurice in May-June 2007 recording her debut CD at Dockside Studio. Owned by Steve and Wish Nails, Dockside is a 12-acre recording complex hidden along the Vermilion River. Scarlett worked from 6 PM to 6 AM daily in the studio with producer Sitek. Nick Zinner of the Yeah Yeah Yeahs and Celebration also performed on the recordings, which Steve Nails describes as cinematic rock. "It's like theater, big screen," said Nails, who sat in on all the sessions. "Lots of heavy bass tones in it. Without a bass guitar, we used all kind of different instruments to create these sounds. It was a great experiment. Very avant garde." Sitek comparted Johansson's baritone voice to Debbie Harry while Nails commented that she sounds like Marilyn Monroe.
Days before recording began, Johansson found herself sitting next to David Bowie at a party - Bowie also co-starred with her in The Prestige but they shared no scenes together. "He said, 'Hey, I hear you're working with Dave Sitek,'" Scarlett says. "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.’" Bowie never made it down, but while Scarlett was filming Vicky Cristina Barcelona in Spain Sitek called her to say Bowie had just dropped by during mixing and cut vocals for "Falling Down" and "Fannin’ Street." "It was the best phone call I ever got," Scarlett says.
No live shows are planned to support the record, but Johansson hopes that will change. "It would be sad to not get everybody together, whether it's at a festival or somewhere fun," she says. "I think to be in a environment that's user friendly and get everybody together and do some of the songs live would be great. There are no plans now, but it would be a shame not to."
Scarlett says that musician friends in high school brought Tom Waits' music to her attention, and she remains an avid fan. "I've always considered Tom Waits to be kind of a composer of modern standards; he has a lot of beautiful ballads and really heartbreaking songs." What does Waits himself think of the record? "I've heard through friends that he's very pleased with it and excited about it," Johansson says. "I didn't want to go into it without his blessing. I sent him some of the early, early recordings that we did and he was like 'Go ahead, go forth with it.'"
Tracklisting:
1. "Fawn"
2. "Town With No Cheer"
3. "Falling Down"
4. "Anywhere I Lay My Head"
5. "Fannin' Street"
6. "Song for Jo"
7. "Green Grass"
8. "I Wish I Was in New Orleans"
9. "I Don't Want to Grow Up"
10. "No One Knows I'm Gone"
11. "Who Are You?"
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The Other Boleyn Girl (2008) 
Vicky Cristina Barcelona (2008) 
The Spirit (2008) 
He's Just Not That Into You (2009) 
New York, I Love You (2009) 
