"Lil Freak" is a song by recording artist Usher with guest vocals by rapper Nicki Minaj' The song was released as the second United States-only single from his sixth studio album, Raymond v' Raymond, on iTunes on March 2, 2010' Its hook is based around a manipulated sample of American soul musician Stevie Wonder's 1973 hit, "Living for the City"' The song, lyrically based around the thrill of orchestrating ménage à trois in a club, is of more explicit nature than most typical Usher songs, dating back to 2001's "U Don't Have to Call"'

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'

The song is midtempo, with supported by heavy bass beats produced by Polow da Don, which Prefix Magazine called "Jurrasic Park synths"' Chris Ryan MTV News said "Usher pairs off with current queen MC Nicki Minaj, and the two glide over Polow Da Don's minimal bass beat'" AOL said that the "heavy back-beat tune confirms Usher's old ways: "Yeah you the business / So What's the business / Don't be shy, I'm just talkin' to you girl'" Pitchfork Media called the heavily manipulated "Living for the City" sample, "a monstrous swirl of orchestral exoticism"' Minaj makes several puns in her lines, one of them referring to Santa's reindeer in a runthrough which Prefix Magazine reviewed negatively' She also refers to P' Diddy and Cassie in her lines, that she's "ploting on how I can take Cassie away from Diddy"'

Andrew Winistorfer of Prefix Magazine thought that Usher should have went with "Lil Freak" as the album's first big single, saying, "It (OMG) doesn't come close to matching the filthy heights of "Little Freak [sic]'" He also said the song was "by a wide margin, the best track to be leaked from Usher's long-delayed Raymond vs' Raymond album'" In his initial reaction, he pointed out flaws of the song, but said that the song "could become unavoidable if it gets traction on radio'" Chris Ryan of MTV News called the song, "slick, sexy hip-hop-infused R&B done to its finest'" He also called the song "nothing short of freak nasty," and "is so full of sexy sexuality that it's enough to make Tiger Woods blush'" Vibe magazine commented that "wedding ring is definitely off on this Usher cut", and that Nicki Minaj stole the scene in the song'[9] Pitchfork Media compared the song to "R' Kelly-esque devotional hymn to sexual addiction", and said that "The whole towering mess makes a drunken 3 a'm' threesome sound like the most epic endeavor anyone could hope for'" The review also compared the song to Justin Timberlake's Cry Me a River, stating, "it pushes into "Cry Me a River" territory for the same reason that "Cry Me a River" transcended: the gigantic, operatic backing track'"

Usher and Minaj shot the music video on March 9, 2010 in Los Angeles with director Taj Stansberry'  In an interview with MTV News on the set of her video for "Massive Attack", Minaj said that "The video is freaky' And it's a great concept, a great story line, Nicki told MTV News' And it's a great concept, a great story line' It felt just like one of the sequels to 'Saw,' It was dope'" On March 22, 2010 a thirty second preview of the music video was surfaced onto the internet' On March 24, 2010 the full music video premiered on BET's 106 & Park' R&B singer Ciara and singer/actor Jamie Foxx make appearances in the video'

The video begins with a woman walking in a underground tunnel, and she enters and elevator with Minaj, sporting a Cruella de Vil hairstyle, and other women' The elevator goes to what MTV News calls "Usher's underground playground," then soon finds Usher against a wall' A laptop is shown, and the video goes on to show people, including Ciara playing a casino game' Then, girls are performing choreography on poles, as Usher sings his verses on the wall in the tunnel' Nicki Minaj then comes to sing her verse and starts talking to the unknown woman who was in the tunnel with Usher, and then Minaj guides the woman somewhere' Usher sings the rest of the song on the wall in the tunnel with choreography from the women, until video fades out' Jamie Foxx makes a quick appearance in the video, with a red light on him'