Songfacts®:

• This is the third single from American record producer Timbaland's third studio album, Shock Value II. The long player is Timbaland's first not to carry a Parental Advisory or to contain the "n word".
• The song features Justin Timberlake with whom Timbaland has collaborated several times previously, including on the Grammy-nominated "Give It To Me." He told MTV News: "We got a chemistry that cannot be described. People ask, 'Well, what are you and Justin like?' Can't tell you what it's like - it's a chemistry that can't be described. Something you would have to see for yourself and be, like, 'Them two got magic.'"
• Timbaland told MTV that this is his favorite track on Shock Value II. He explained: "That is my favorite, favorite record. Me and my best friend J.T. - Justin Timberlake. That [song] reminds me of a 2010 'Drop It Like It's Hot.' All these sounds from all over."
• Timbaland told MTV News that the studio session for this song was similar to their previous collaborations. Timberlake came in, heard the track, and without a pad or pen, composed the lyrics in his head. The producer explained the lyrical content to MTV News: "We tried to give another slang for women. Instead of 'Your phat butt' or 'Your big breasts,' we say, 'Oh, I need you. Can I be your carry out? Be my carry out. I want you to be my dinner, my leftovers, my everything.' It's a different slang. We're grown men, I wanna be subliminal to females. Like, 'Oooh, carry out? That's kinda sexy.'"
• "Carry Out" is a southern name for a shop or restaurant where customers pick up food for consumption elsewhere, and in this song Timba and Timber use the term as a metaphor for what they would like to happen with some eye candy of the female persuasion.