The idea for Rogue's Gallery originated when Verbinski and Depp were working on their second film together, the upcoming Pirates Of The Caribbean: Dead Man's Chest. "I slowly became fascinated by the idea of a contemporary reinterpretation of the sea chantey, " explains Verbinski. "I imagined the artists that I listen to and respect doing their take on this age-old music: the song of the sea." "When I was asked to do the album, I went into a world I didn't know -- which is what appealed to me, " says Willner. Immersing himself in antique bookstores, eBay, old record stores, and the Internet for hours and hours, Willner collected some 600 songs and then went about narrowing the song selection down for the album. In March 2006, the recordings began -- and the process was joyously freewheeling. 60 songs were recorded for Rogue's Gallery; 43 appear on the album. "Hopefully, there will be a volume two. I have half of it recorded already." Willner says: "I came to age in the late sixties and early seventies of variety shows and concept records. I look at these records like you're eating a full meal. There's always your entrée, your vegetable that you don't like but it's good for you. And you want to cover it all. You need to establish the unknown, the famous, the obscure. Usually in the past I've always found that the secret weapons on these records are any new artists because you're coming at it without expectations. And there's other people that you've heard for years -- but on that side it goes to another level."