This song commemorates Studio 54 in New York City for its notoriously long customer waiting lines, exclusive clientele, and discourteous doormen. According to guitarist Nile Rodgers, the song was devised during New Year's Eve 1977, as a result of him and bassist Bernard Edwards' being refused entrance to Studio 54, where they had been invited by Grace Jones, due to her failure to notify the nightclub's staff. He said the lyrics of the refrain were originally "Fuck off!" rather than "Freak out!"; for the documentary "How to Make It in the Music Business", he said that 'fuck off' was what the doorman had said to him when he slammed the door on them; first it was changed to "freak off" after Rodgers mused that they wouldn't be able to say 'fuck off' on the radio, but that sounded "terrible", so he changed it to 'freak out'.