"Lil Freak" is a song by American recording artist Usher, taken from his sixth studio album, Raymond v. Raymond. Featuring guest vocals by Trinidadian recording artist Nicki Minaj, the song was written by her, Usher, Ester Dean, Blac Elvis and Polow da Don, the latter two producing the track. Its hook is based on a manipulated sample of American soul musician Stevie Wonder's 1973 hit, "Living for the City". "Lil Freak" was released as the second single from the album in the United States and Canada on March 2, 2010.

Carrying a dark tone, composed of heavy bass beats derived from R&B and hip hop music, the lyrics are about the thrill of orchestrating a ménage à trois in a club. The song received positive reviews from critics who complimented its sensual nature. It peaked at number 40 on the Billboard Hot 100, and eight on the Hot R&B/Hip-Hop Songs, becoming Usher's 16th top ten hit on the latter chart. The song's accompanying music video has a secret society concept, dealing with an underground club, playing on the storyline of the song.

In an interview with MTV News when asked if he was just entertaining, Usher said the song was based on real life, stating, "Yeah, I mean, I wrote about it. It happens in this day and time. Those are the best chicks to be friends with, honestly." Usher reiterated his statements in another interview with Access Hollywood, and when asked if he thought the racy lyrics would raise eyebrows, he said it would, commenting that that was an objective of the song. Usher also said that the work was like the dichotomy of Raymond v. Raymond, distinguishing one world from another, as in "playing the nice guy" or "showing the other side." Before official release, the song was leaked onto the Internet in December 2009.

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