Shock Value II is the third studio album by American record producer Timbaland. It serves as the sequel to his previous album, Shock Value. Initially slated for a 2008 release, the project was pushed into 2009 and tentatively confirmed for November 23, 2009 through Blackground Records, Mosley Music Group and Interscope Records, however, it was pushed back once more and finally released on December 7, 2009 in the UK and December 8 in the US.

The album was supported by the successful singles "Carry Out" (featuring Justin Timberlake) and "Say Something" (featuring Drake). Unlike its predecessor, it expands beyond hip hop and R&B to include collaborations with alternative rock acts Chad Kroeger, Jet, the Fray and Daughtry, as well as pop artists Katy Perry, Miley Cyrus, JoJo, Melody Thornton, and Esthero. Upon release, Shock Value II performed moderately on the Billboard 200 and was met with unfavorable critical reception.

Timbaland spoke to MTV's Shaheem Reid back in July 2008 to confirm that he was working on the follow-up to his platinum-selling Shock Value. At the time he confirmed that he had one track with Madonna which although recorded for her album Hard Candy it had not been used and could end up on this album instead. He was insistent that he would also collaborate with Jordin Sparks, Beyoncé, Rihanna, Jonas Brothers, Miley Cyrus, T.I. and Chris Brown However, none of these collaborations (except Miley Cyrus) made it to the final track list. He also said that alongside T-Pain who will definitely appear, he hoped to get Jay-Z on board, although he ultimately failed to do so.

Timbaland also told Invasion Radio in October 2009 that he had used PSP application Beaterator to produce some of the beats for Shock Value II as well as Jay Z's last album.

Speaking of the album in November 2009, Timbaland said:

I’m so fortunate and blessed to be able to create a Shock Value II, I’m really proud of the caliber of artists on this album and all the work they put into making it a success. I can promise that no one has ever heard Katy Perry, The Fray, or Brandy sound like this before. It’s exciting because not only am I giving fans the best of me on each track, I’m giving them a glimpse of their favorite artist in a completely different light. This is an album that can be listened to from start to finish every single time because each song is so unique and the range of artists so diverse. I can’t wait for my fans to hear the collaborations.

Billboard reported in October that Timbaland had collaborated with a number of previous collaborators to produce the album which will feature guest vocals just like Shock Value. Justin Timberlake recorded vocals for two song. The first, "Carry Out", features on the album, while the second, "Crazy Girl", contains a sample of "I Love Them Girls" by Tank, but was not included on the album. The song "Maniac" was set to appear on the album with features vocals from Keri Hilson and Chris Brown; however, in November 2009, during an interview with E! Online, it was revealed that both Brown and Timbaland mutually agreed to this version of the song. A new incarnation of the song does appear on the album titled "The One I Love", still featuring Hilson's vocals, but this time alongside D.O.E. The duo previously collaborated to feature on Timbaland's 2007 number one single "The Way I Are.

Nelly Furtado, whose 2006 album Loose was executive produced by Timabaland, is featured on the album's lead single "Morning After Dark" along with Timbaland's new artist SoShy. Timbaland described the song as