Recorded at Dockside Studio in Louisiana's Cajun Country, Scarlett Johansson's debut album Anywhere I Lay My Head features her distinctive vocal interpretations of 10 Tom Waits songs plus one original track.

The album is produced by David Andrew Sitek (TV on the Radio) who also lent his instrumental skills throughout. The title track comes from Waits' 1985 opus Rain Dogs, and Johansson's set also pulls cuts from Alice, Swordfishtrombones, Big Time, Orphans: Brawlers, Bawlers & Bastards, Real Gone, Small Change and Bone Machine.

David Bowie adds backing vocals on two tracks, "Falling Down" and "Fannin Street," and the disc also features the talents of Yeah Yeah Yeahs guitarist Nick Zinner and multi-instrumentalist Sean Antanaitis from Celebration, among others.