Even by Tom Waits standards, this is a rather rough-hewn song with a yearning lyric about a man who has seen better days: wherever he lays his head is where he calls home. After about two minutes of misery, the song switches gears as a jaunty brass band plays.
The actress Scarlett Johansson recorded this song as the title track to her 2008 album, which was produced by TV on the Radio's Dave Sitek; they cut the album over a period of five weeks. The set contains 10 Tom Waits covers along with one original Johansson/Sitek composition: "Song For Jo." The Waits covers bear little resemblance to the originals, apart from the lyrics.
David Bowie contributed vocals to "Falling Down" and "Fannin Street" on the album. He noted on his official site BowieNet: "The songs are great, really good Tom Waits stuff, and Scarlett's performances are mystical and twice cool. She creates a mood that could have been summoned by someone like (experimental American author) Margery Latimer or (British novelist) Jeanette Winterson."
Tom Waits' wife rang up Scarlett Johansson to say her husband liked the album of his covers. The actress told the New Musical Express, "I could hear him grumbling in the background."