The song contains an electro-funk backing beat. The song moves through a Middle Eastern inspired groove and is built over a "pinging" syncopated beat. Timbaland performs the song in a spoken and sung style, while Timberlake performs his verses with a "seductive" lower register coupled with his falsetto vocals.
"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.
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