If pop music learned to let a little of its past go, the greater portion of its ash heap would consist of albums by actors. You've heard them and they've stunned you: William Shatner's The Transformed Man, Don Johnson's ''Heartbeat," or any of David Hasselhoff's dozen strong European hits. Women seem to cross over with more grace; their efforts producing a wider range of results, from the pleasingly insipid to the quite good. Scarlett Johansson's album rests in the middle distance. On the one hand, it features ten breezy covers of Tom Waits songs (plus one original, "Song for Jo"). On the other, it's difficult to say if this alone justifies the album's existence.

Thank God, or Eno, for David Andrew Sitek of TV on the Radio. His production sets a scene defined by slow, wheezing organs, shoe-gaze feedback and sleighbells. The effect is not unlike The Jesus and Mary Chain, the group that provided Lost in Translation with "Just Like Honey," the movie's closing theme. Anywhere's sound is spacious and enveloping, like vocalist's albums of another era -- Nelson Riddle's work with Sinatra, Pete Rugulo with June Christie. Sitek has turned in one of the smartest productions since his own band's Cookie Mountain.

What does the star bring to the mix? Surprisingly, Johansson's husky voice is a humble partner to Sitek's atmosphere. His is a winding forty-five minute drone, hers an extraordinarily passive performance which works to good and bad effect depending on the song. She hasn't learned to intepret a lyric in the reptile-brain way a singer-songwriter does, so the premise to "I Don't Want to Grow Up" sounds more wrongheaded than ironic. Benefittng from Johansson's listlessness, however, is "Fallin' Down," featuring a responsive, which is to say a muted, David Bowie on backing vocals. Unless The Jesus and Mary Chain finally produce the comeback album they've promised, don't expect a more self-effacing record this year.