The Johansson-Waits Songs


Fannin Street (Tom Waits).
Fannin Street (Scarlett Johansson with David Bowie).
Falling Down (Tom Waits).
Falling Down (SJ with DB).

Turn to the dramatic field. You have so much sympathy and such a melodious voice. Make them valuable to others. It will make your powers endure…You have this quality in your eyes and mouth and in your nature. You can lose it, you know. If you turn away from it and live to satisfy yourself alone, it will go fast enough.

Theodore Dreiser, Sister Carrie.

It’s 1994, and a nine-year-old girl is auditioning for a role in the Robin Williams picture Jumanji. The mannerisms of the famous actress, here glimpsed in the child that she had little interest in being for long: the unimpressed stare, the gravely voice, the calm self-possession.

Scarlett Ingrid Johansson is a New Yorker, born and bred, from a ‘professional creative’ home (mother a producer, father an architect, sister an actress). She has been acting essentially her whole life. She’s made over 40 films and is barely 30 years old.

The fact is most of the things that people know about me are made up. My own life is backstage. So what you “know” about me is only what I allowed you to know about me. So it’s like a ventriloquist act. And it’s also a way of safely keeping your personal life out of your business. Which is healthy and essential.

Tom Waits said this (and David Bowie easily could have). But its sentiment applies to Johansson as well. While her life’s been mild sport for the tabloids (some high-profile affairs, the obligatory short-lived marriage to a handsome nonentity), she stands outside of it, in her way. She’s not on Twitter garrulously cultivating a fanbase; she’s on terms solely with the camera lens. She does the usual round of promotions for each film and offers her curated self, while hinting that something else is going on that you, desperate viewer, have no claim on. That while extolling whatever picture she’s working on, she’s humming a Tom Waits song in her head.

She’d wanted to act in musicals but never got the Annie or Cosette-type roles she craved, in part due to having a deep voice even as a child. (Her singing “would have been slightly jarring for the audience,” she recalled. “But after the 500th performance [of Annie], maybe it would have been interesting to break out a little, with this pigtailed blonde-haired girl with this crazy voice.“) So “by the time I turned 13, I kind of buried that part of myself,” she said.

Instead she spent her life on soundstages and location shoots, growing up on movie and TV screens, moving from the wry, already-old kid (Manny and Lo), (“she shrugged off childhood as if it had been a bad shirt,” as David Thomson wrote) to object of mysterious desire for sad middle-aged men (Lost in Translation, Girl With a Pearl Earring) to high summer glamour goddess (the Woody Allen movies). Today she’s mainly an action film star, playing both hero and killer. I expect she’ll make films for another half-century.


In 2006, Johansson cut a version of Gershwin’s “Summertime” for Unexpected Dreams, a tribute album distributed by Rhino, who liked the track and asked her to record an album. It was a canny move by Rhino—Johansson had some “indie” cred, she’d obviously be great for promotions and there’d always been a revolving door between acting and pop singing (in the Fifties, it would’ve been expected that a young actress would release albums between films).

Further, she was growing more confident as a singer, recording duets with Pete Yorn (the album, The Break Up, was released in 2009) and singing with the Jesus and Mary Chain at Coachella. She also had come to embrace the absurdity and unfairness of stardom. She was a famous person who’d landed a record contract mainly because she was famous, when so many hundreds of more talented singers struggled in obscurity, and she knew that she’d be belittled by the likes of Perez Hilton for whatever record she made. So if she was going to make a self-indulgent album, then let it be indulgent.

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. But I think it was kind of confusing for some people, because they couldn’t understand how a Tom Waits song could fit in with a Cole Porter song and stuff, and it turned into, ‘Why don’t we just incorporate more Tom Waits songs into this?’ So I just decided to do an entire album of Tom Waits songs.”

She’d first heard Waits when she was 11 or 12, she told Interview. “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 12, that means something completely different to you than when you actually recognize that there’s a grown man singing that song. Just listening to certain songs, like “I’ll Shoot the Moon“—they’re very opusy and attractive for a kid, in the same way that Alice in Wonderland would be or something.”

She started by doing some sessions with jazz musicians, recording a few Waits compositions, but the mood was wrong. “It all sounded awful,” she said. “I realized that trying to recreate Tom Waits’ sound with my voice…it just sounded really camp. I knew what kind of sound I wanted in my head, but I realized that I needed someone to help me get there.”

So she sought out Dave Sitek from TV On the Radio (of whom she was a fan). They clicked, and had similar ideas for the record. Sitek saw the chance to cut a Lee Hazelwood/Nancy Sinatra-esque record (the dream of seemingly every indie dude in the 2000s—Pete Yorn envisioned The Break Up as his and Johansson’s Serge Gainsbourg/Brigitte Bardot album), as a way “to make a cinematic record with an actress and have zero concern with being ambitious in the music business way,” he told Tiny Mix Tapes in 2008. “We made it for each other, just to try it out and see what happens…She didn’t care if it was ever even mentioned in Pitchfork (it would be), and that was a really wild freedom to have. It seems really ballsy to me, especially since Tom Waits is a sacred cow.”


Cut during five weeks in late spring 2007 at Dockside Studios in Maurice, Louisiana, the album (Anywhere I Lay My Head) featured mainly latter-day Waits compositions. Covering the jazzy, more melodic Waits songs seemed almost too easy a task (there’d be no Johansson takes on “Downtown Train” or “Muriel”). Instead, Sitek and Johansson drew from the likes of Bone Machine, Alice (including the instrumental “Fawn,” which wonderfully led off the album sequence) and Real Gone.

As if possessed by the spirit of Daniel Lanois on Dylan’s Oh Mercy, Sitek went for what he called a “cough medicine tinker-bell vibe,” which meant Johansson’s voice would be one strain in a genteel clatter: Tibetan bowls, music boxes, pump organs, bass harmonicas, kalimbas, cicada buzzes.

Asked by Amanda Petrusich about the recording in 2006, Waits said “I read about it in the paper…more power to her…I don’t know if I’m excited to hear it, but I’m curious. People make songs so that somebody else will hear them and want to do them. I guess it’s an indication that the songs aren’t so ultra-personal that they can’t possibly be interpreted by anyone else. I’ve seen her in movies. I don’t know what she’s going to do with the tunes.”


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,” Johansson told Interview. “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, like, my 13-year-old fantasy.

Bowie and Johansson acted in the same film, Christopher Nolan’s The Prestige (though they had no scenes together). Afterward they met at a dinner in New York, where Bowie said he’d heard she was working with Sitek. “So I jokingly said, “You know, let me know if you want to come! Anytime—I’ll drive you!” And then one day when I was in Spain shooting [Vicky Cristina Barcelona], I got this call from Dave, and he was like, “You’ll never guess who I have in the studio right now.

Bowie showed up at Avatar Studios during the album mixing, having obtained the sheet music and having worked out his vocal arrangements. Sitek had suggested that he sing on “Falling Down” and “Fannin Street,” which Bowie approved of, and “I Don’t Wanna Grow Up,” on which he believed he couldn’t do anything, and was likely right.


“Fannin Street,” which Waits wrote for John Hammond and recorded himself in 2006, drew on Leadbelly’s song of the same title. Waits shifted his song west to Texas, singing of Houston’s Fannin Street, where Leadbelly had sung of Shreveport, Louisiana’s red-light district, which he’d been drawn to as a boy in the 1900s. Waits’ song was a dissolute’s lament, a man recalling a warning he knew he’d never heed, with a refrain melody that seemed fished from a riverbed. “Fannin Street” for Leadbelly was an escape, a place where the night never ended. His mama tells him to stay away, he tells her to let him go: life’s waiting there for him. For Waits’ singer, Fannin Street is a temptation and a damnation. There’s no joy here, even a corrupt one; there’s just a closed, gilded door.

Johansson sang it simply, keeping to her comfortable low register, her voice slipping into the murk on her lowest notes. She cedes the lamenting to Bowie, whose four-part harmonies build into, in the closing refrain, a gorgeous piece of hysteria. He’s mourning her fall; she accepts it. Waits made the line “give a man gin, give a man cards/give him an inch he takes a yard” a pitying self-condemnation. Johansson makes of it a small indictment. It’s the voice of someone at the other end of the taking.

Given its line “come from St. Petersburg/Scarlett and me,” covering “Falling Down” was perhaps inevitable (‘Johansson’ and ‘Scarlett’ as two separate personae mediated by Tom Waits). Its video is the Johansson mystique “unpacked”: we see her in her dressing room, assembling herself into a movie star; she strides through her paces, impeccably beautiful (it’s the reverse of Lost In Translation—now she’s the star doing her rounds) but unknowable, refusing to drop the mask for a second, only applying further masks, not looking at the camera unless she’s being paid.

She sang “Falling Down” by pushing her voice to its limits, using for many phrases a sharp Noo Yawk accent that recalled Debbie Harry on “Just Go Away.” (“that hotel was a GAWN-UH!“) It was a feinting maneuver. Waits’ vocal (recorded in a studio session with some Little Feat members and included on the live LP Big Time) is one of his most astonishing works, exploiting the full range of his smashed jukebox of a voice—a man, a hotel, a world is in freefall, shattering itself apart, and he tries to hold it together in his breaths. Johansson moves through the wreckage, observing but not responding, watching through glass like Iggy Pop’s passenger. Bowie begins by muttering in the margins (“I’ve-come-five-hundred-miles” he whispers) and then rises to shadow her in the refrains. By the last verse he’s nearly become her equal in the mix, his voice giving a sense of loss that she refuses to admit.

Anywhere I Lay My Head came out in 2008 to modest criticisms and modest sales, and Stephen Thomas Erlewine’s assessment of it still rings true: “It doesn’t quite work, but it can’t quite be dismissed, either: unlike so many actor-turned-singer records, there’s not a hint of vanity to this project and it’s hard not to marvel at its ambition even as it fails.” But while Sitek’s production can already seem dated, Johansson, so earnestly blank throughout, remains alluring, her collective performance suggesting the last line of Dreiser’s Sister Carrie: In your rocking-chair, by your window, shall you dream such happiness as you may never feel.

As for Bowie, he cut his vocals, listened to playback, said goodbye to Sitek, went home. He wouldn’t go back in a recording studio again for over three years.

Recorded: (Johansson, musicians) ca. May 2007 at Dockside Studios, Maurice, Louisiana; (Bowie vocals) ca. late summer 2007, Avatar Studios, NYC. Released on 16 May 2008 on Anywhere I Lay My Head (UK #64, US #126).

26 Responses to The Johansson-Waits Songs

  1. Maj says:

    Oh you have to see Under the Skin. Been almost a year since I watched it & I’m still not sure if I liked it or not but the fact I still think about it means it’s worth watching anyway. And if ever you needed an enigmatic actress star in an ambiguous film, she sure is your person.

    In contrast to pretty much anyone who listens to Tom Waits I actually tend to prefer his early 70’s stuff. I do like non-singy, broken voices but his post-80’s voice is just too much for me.

    I don’t think I ever got the whole album but I did use to listen to the two ScarJo & Bowie collabs a lot for about 2 years after it came out. Especially Falling Down was my jam. Waits die-hearts will shake their heads but I really love this version.

    It’s an interesting combination, the two of them. And it’s funny that, at least for me, Bowie ends up being the lesser enigma in that pairing.

  2. Not that I find this album particularly spectacular or anything (I can’t really think of much to say about it), but at the time I noticed that some of the reviews and overall opinions were perhaps a little harsh. Though this isn’t too surprising. The concept of a young Hollywood actress interpreting the work of a well respected songwriter (a “sacred cow”, as Sitek puts it) would cause a lot of people to writhe with repulsion.

    Similarly, this “keep to what you’re good at luv, don’t quit yer day job” mentality perhaps similarly strikes a chord(!) with Bowie himself, who has had some pretty venomous reviews himself for the reverse, the singer playing at being an actor.

  3. dm says:

    I’m going to borrow a structure from my favourite scotch cyclops here to separate my thoughts:

    1. VCB is one of the disgraced Allen’s most fascinating and mature films. I’ve watched it countless times and on each viewing found some new wrinkle. Even its central conceit: that you can put people through the most extraordinary journeys and they won’t budge an inch in their views, isn’t obvious at first. The casting is, obviously, incredible. Johansson seems more comfortable than in her previous Allen films (she didn’t give the worst performance in Match Point, mind) and, one really dodgy bit of slo-mo added in post excepted, it’s very confidently put together. If you haven’t watched it recently, do (and, if torrenting, make sure you grab an srt file for Bardem and Cruz’s lines)

    2. I’ve never been a Waits fan. I know this seems rich on a Bowie blog, but I find his vaudevillian character turns somewhat impenetrable. I have a similar problem with Nick Cave (try saying you don’t like either in a party in Sydney’s inner west and prepare to run a mile)

    3. Listening to these for the first time, I can see where the idea for Lana Del Rey was born. I can’t quite bring myself to hate Del Rey, but she doesn’t have any of johansson’s charisma or range.

    4. She should put out another one, maybe of bowie covers. She’d kill Lady Grinning Soul or the Bewlay Brothers.

  4. Ian McDuffie says:

    These songs actually age better than I remember (or would imagine). The production screams 2006 like no other, but that’s fine. Sitek does Sitek does Sitek—he’ll never change, we could have hardly have asked him to back at his peak.

    Bowie does a great little backup job— it’s always great to hear him have fun. His “don’t go, don’t go, don’t GO dowwwn” is tremendous, a little childlike, christmas choir-like, as if the only thing in his headphone mix was the sleighbells and tambourine. In my cruel eccentric way, it’s been one of my favorite performances of his.

    I know there’s no Bowie on it, so it doesn’t really fit here, but the only self-penned song on the album, “Song for Jo,” is really great. A little quiet, a little haunting, a summer night, a buzz of memory. Like visiting an old house. I was as skeptical as anyone when this album came out, but “Song for Jo” stunned me, and still does to this day.

  5. crayontocrayon says:

    I quite like the arrangements but I find Scarlett’s voice bland in the extreme. Capable enough but I’m not surprised she never got offered a big musical lead. Bowie on the other hand shows his value as a backing singer. All through his career he has been a bit of a scene-stealer largely from the fact that his voice is so recognisable.

  6. ric says:

    Afterward they met a dinner in New York,

    very Hitch-Hikers 🙂

  7. Remco says:

    I suppose I should give this album another listen then. Like most of the rest of the planet I was pretty disappointed when it came out. Waits! + Johansson! + Bowie! Should’ve been one of the greatest things ever, but it clearly wasn’t. I guess it’s Waits’ fault; the man is virtually uncoverable. That enormous voice and persona leave very little room for anyone else. ‘Falling Down’ is a case in point; as a song it’s not even that special, it’s Waits’ voice that makes it such an earth-shatteringly beautiful piece of work. It’s one of my favourite vocal performances by any human being ever and I don’t think anyone but its author could have done it justice. At least Johansson tried, and if she failed, she failed gracefully.

  8. DavidNoughtie says:

    Fannin Street sounds like “Just like honey”, the JAMC song. Don’t you think?
    Oh, Scarlett “I have come 500 miles just to see your halo”… but not to hear you singing… By the way, Song for Jo is great. David should sing in that one too.

  9. jbacardi says:

    Interesting. I hadn’t bothered to check out this album, mostly because I’m only a middling Waits fan; I love his Swordfishtrombones and Rain Dogs albums but everything else for me has been hit and miss, mostly miss. I do kinda like ScarJo, though- she has a reserved persona but she does make interesting acting choices quite often and has mostly made all the right moves so far. I first noticed her in Terry Zwigoff’s Ghost World; she held her own with costars Thora Birch and Steve Buscemi and made a strong impression. Girl with a Pearl Earring was a wonderful film too. Listening to this for the first time as I type; the in-hindsight Lana Del Rey comparisons are apt but the textures and production sound do liven it up quite a bit around her Nico-esque vocal stylings. Thanks for the reminder about this record!

  10. s.t. says:

    The “cough medicine tinker-bell vibe” is not only well trod territory, it’s been done much better elsewhere. Maybe if they had shot for Amanda Lear rather than Nancy Sinatra, it might have worked.

  11. Vinnie says:

    I was in college at the time and in the midst of full-on Bowie discovery. (I heard 1. Outside for the first time the week ScarJo’s album came out).

    I was a hater and not very open to ideas. Something about it rubbed me the wrong way, and I dismissed it. 7 years on – I like these songs! It’s probably mid-2000s nostalgia, now – I do miss the mid-aughts “indie rock” sound. (Or, do I?)

  12. Mike says:

    The Next Day is Next! Can’t wait to read your take on these songs and that album.

  13. fantailfan says:

    I think Rebecca Pidgeon is a better actor-cum-singer than Scarlett Johannson, but then Pidgeon does Warren Zevon, not Tom Waits.

  14. MC says:

    Chris, I remember you saying something once about how much bad writing Scarlett Johansson has inspired. Well, this piece would not be an example of that. I don’t think anything I’ve read has better captured her elusive appeal.Excellent stuff.

    Given that I’m far from immune to Ms J’s charms myself, and the TVOTR-DB connection (obviously), it’s surprising that I’ve never sampled these Tom Waits covers until just now. I suppose I’ve made no great effort to listen because the whole thing smacked too much of vanity project, plus I was led to believe that Bowie’s vocals are not so prominent. I’ve gotta say that these tracks are really good, certainly worthy of comparison to their originals. And the Debbie Harry resemblance is no bad thing.

  15. BenJ says:

    I wonder why DB has never covered Waits independently. They have so much in common. They have a lot of the same influences (Dylan, Brecht/Weill, etc). They’ve both collaborated with Rolling Stones, although Waits with Keef, who hates Bowie. They’re both actors, even though Waits, unlike Bowie, took some time getting good at it. (His part in Seven Psychopaths proves that he eventually did.)

    As for ScarJo, she’s definitely one of our better movie stars now. She and Woody Allen make a terrific comedy team in the underrated Scoop.

  16. Anonymous says:

    That picture with scarlet seems a bit anachronistic – is that like the last picture of dyed blonde bowie?

  17. Chris Moore says:

    I recorded and mixed this record – thought you might be interested in these couple bits of trivia: Avatar Studios used to be The Power Station (where Bowie did Let’s Dance) He said it felt weird to be back there. I recorded his vocals on the 10th or 11th of August, 2007 – something I thought I’d never be doing! David was so kind, non-egotistical, and funny though that the whole session breezed past with a lot of laughter all around. RIP David!

  18. leonoutside says:

    Bloody hell – still discovering stuff Bowie was involved with…Never knew of these tracks!

%d bloggers like this: