According to Cat Power: A Good Woman by Elizabeth Goodman, the success of Cat Power’s fourth album, Moon Pix (1998), led to high expectations for her follow-up, and made it difficult for her to live what she called “a normal life.” She elected to release an album of covers in part because she felt more comfortable playing covers than her own material. Between Moon Pix and what became The Covers Record, she scheduled a number of solo shows during which she played only covers. In order to take attention away from herself, she projected the 1928 Frenchsilent filmThe Passion of Joan of Arc behind her onstage.
Marshall’s decision to release a covers album was disappointing to Matador, who considered her a “genius songwriter” and wanted to capitalize on the success of Moon Pix. According to Gerard Cosloy, the promotional campaign for the The Covers Record, which he calls “a great album,” was intentionally “muted,” in order to allow the album to “find its audience.” However, Marshall saw The Covers Record as a personal and important release, and interpreted this as lack of faith on the record company’s behalf in the record’s ability to connect with her audience.
Marshall's contract for The Covers Record was allegedly drafted on the spot on a Post-it note.
The Covers Record features sparse instrumentation, with only Marshall on vocals and guitar or piano. The song “Salty Dog” features guitar by American musician Matt Sweeney.
The album was recorded at Night Owl Studios, Kampo Studios and Rare Book Room Studios, in New York City, in 1998 and 1999. According to Marshall, “I ended up in the studio recording with this young man at this place called Night Owl Studios across from Penn Station. I did most of the songs there just very, very, very, very quickly, and there’s like four songs that are from different recording sessions.”
Rob Sheffield of Rolling Stone called the album "a stopgap" until the release of her next album of original material, but cited her stripped-down version of Rolling Stones' "Satisfaction" as "powerful."Spin called the album "essential," and wrote, "With only a guitar or piano, and a voice that is developing into one of the most expressive in rock, Marshall crafts deeply textured explorations of heartache, terror, longing, dismay, and emotions I'm pretty sure I've not found yet.... Rock will see few finer releases this year."