Carry On was produced by Steve Lillywhite. Among the artists who accompanied Cornell on his second solo release was friend Gary Lucas, who contributed acoustic guitar to some of the tracks. Cornell has stated that he is always writing, and that there are some songs that he was not able to put onto an Audioslave album. While recording his second solo album, Cornell was involved in a motorcycle accident. He was apparently "rear-ended by a truck in L.A.'s Studio City while riding his motorcycle" and "catapulted 20 feet into the air." He was able to walk away from the accident, but had severe cuts and bruises. He returned to the studio later that day.
The album's style has been described as "a mash-up of alt-rock and adult contemporary."AllMusic critic Stephen Thomas Erlewine considered the album as "a hard rock maturation." Cornell stated that he took influences from a variety of genres including "heavy rock" on the recording of Carry On.
The album debuted at number 17 on the Billboard 200, selling 37,000 copies in the United States.Carry On received generally mixed reviews from music critics. The BBC described it as "possibly the most confused album you’ll come across all year ... a collection that is both catchy and dreary at the same time." Cornell announced that "No Such Thing" would be the album's first single during interviews with various radio stations around the United States.