By Ann Donahue

LOS ANGELES (Billboard) - Scarlett Johansson describes the recording of her Tom Waits covers album, "Anywhere I Lay My Head," as an "intimate experience -- almost private, in a way." Of course, when you're a Hollywood actress, Louis Vuitton model and occasional tabloid fixture, pretty much nothing is private.

That's the challenge facing Atco/Rhino Records as it promotes the album, due May 20. Johansson is a familiar face -- and name recognition is a definite marketing bonus -- but the phrase "actress-turned-singer" is bound to set off warning bells.

"I don't think being a celebrity is a hindrance -- I think it will get people curious," project manager Liuba Shapiro said. "It's not like a Paris Hilton brand. Scarlett has credible performances (as an actress)."

Johansson's take on Waits, thanks in part to her teaming with TV on the Radio's Dave Sitek for production, as well as Yeah Yeah Yeahs guitarist Nick Zinner and David Bowie on backing vocals, is an atmospheric reinvention of the gravelly-voiced singer's work. It's designed to appeal to those curious about Johansson's vocal prowess, Tom Waits fans and those who like their melodies layered and dreamy.

The album has Waits' stamp of approval, Johansson said. "It would be mortifying otherwise. It's such a valentine for his work. I wanted to have that approval. Now I don't have to look out for him in a dark, crowded place."

The video for first single "Falling Down," directed by Oscar-nominated "Capote" helmer Bennett Miller, is a cinema verite look at a day in the life of Johansson, including photo shoots and kicking back with Salman Rushdie.

In terms of touring, Johansson's movie-shooting schedule makes it difficult to plan dates. The album, in fact, was recorded last summer but could only be released now because of her schedule, the label said. Another complicating factor is what Scarlett Johansson calls her "crippling stage fright."