When it was announced that Scarlett Johansson was going to release an album, there was actually reason to be hopeful. Her sultry, smooth cover of “Summertime,” the first recording of her singing to be released, is actually pretty good. Unfortunately, her new album of Tom Waits covers, Anywhere I Lay My Head, doesn’t fulfill that hope.

The depths of Johansson’s lower register are rather impressive. Occasionally she goes so low she can’t reach and her voice drops, but for the most part, Johansson is able to keep up with the deeper notes, which is definitely an asset when covering someone with a voice as gruff and husky as Waits. However, this seems to be the biggest thing she’s able to bring to the table, as she’s frequently outshined by her her collaborator, David Sitek, from TV on the Radio.

It’s not that Johansson’s voice is bad — it’s just that she doesn’t know how to use it. Most of Anywhere I Lay My Head finds her singing like Ben Stein: dull and expressionless. The single, “Falling Down,” is a perfect example of the differences between the way that Waits (who some might say doesn’t have a classically good voice) and Johansson use their voices. Waits shouts and screams through the entire song, changes pitch, changes volume, where Johansson’s voice just drones on. If she learned how to put some energy and feeling into her voice, there would be plenty of potential for a future endeavor.

Scarlett Johnansson, “Falling Down” (download)

The album isn’t a complete loss from her end — she puts the most spunk into the album’s title track (though that doesn’t say much), and her voice works well with the more wistful and youthful tunes, like “I Don’t Want To Grow Up” and “I Wish I Was In New Orleans.” It’s hard to be 100% confident with a thorough critique of her voice, though, because it’s so heavily processed and often overridden by the music. In any other case it would be easy to classify this as poor production, but with Sitek pulling the strings, it’s more likely that he felt he had to compensate for Johnansson’s voice.

While her voice shines on the more sentimental tunes, the stranger, freakier Waits tunes have the most impressive production. Sitek brought in a talented army of musicians and vocalists to back Johansson, including David Bowie (who sings on “Falling Down” and “Fannin Street”), Nick Zinner (guitarist for the Yeah Yeah Yeahs), and TVOTR bandmates Jaleel Bunton and Tunde Adebimpe. Sitek was careful about not mimicking the style of any of the tracks too closely, and for the most part, completely succeeds in finding a new approach to each tune, largely because he removes any unevenness and makes everything clean and crisp. “Green Grass” retains the rambunctious jugband sound of the most percussive Waits tracks, but slows it down, smooths it out and adds great vibraphone and slide guitar parts. Because Johansson and Sitek “share a love for New Order,” according to the CD booklet, he re-imagined “I Don’t Want To Grow Up” as an ’80s style dance track, which makes for an odd contrast with the darkness of the lyrics, but actually works. Jingle bells (or some other kind of twinkly instrument, like a music box) appear in every song, probably because Sitek apparently wanted the album to sound like “Tinkerbell on cough syrup.” Though he rarely sings, he lent his voice to “Who Are You,” one of the better songs from the album, mostly because the combination of Sitek and Johansson’s voices packs a lot of punch, creating a very robust sound.

Scarlett Johansson, “Who Are You” (download)

Anywhere I Lay My Head is worth a listen, if only because of the oddball quality of the idea of a Scarlett Johansson Tom Waits cover album and also because of Sitek’s production abilities. But ultimately, the woman whose name the album bears is probably its weakest asset — listeners are more likely to just end up wishing that Sitek would produce the next Waits album. Or going back to the originals.