is the debut studio album by the American rock band the Mothers of Invention, released on June 27, 1966, by Verve Records.

Often cited as one of rock music's first concept albums, it is a satirical expression of guitarist/bandleader Frank Zappa's perception of American pop culture and the nascent freak scene of Los Angeles.

The album features Zappa on vocals and guitar, along with lead vocalist/tambourine player Ray Collins, bass player/vocalist Roy Estrada, drummer/vocalist Jimmy Carl Black and guitar player Elliot Ingber (later of Captain Beefheart's Magic Band, performing there under the pseudonym "Winged Eel Fingerling").

ranges from rhythm and blues, doo-wop,[5] and standard blues-influenced rock to orchestral arrangements and avant-garde sound collages.

In April 1965, Collins got into a fight with their guitar player, who quit, leaving the band in need of a substitute, and Zappa filled in.

'"[6] In a 1968 article written for Hit Parader magazine, Zappa wrote that when Wilson heard these songs, "he was so impressed he got on the phone and called New York, and as a result I got a more or less unlimited budget to do this monstrosity.

[11] Some songs, such as "Motherly Love" and "I Ain't Got No Heart", had already been recorded in earlier versions prior to the Freak Out!

An early version of the song "Any Way the Wind Blows", recorded in 1963,[12] appears on another posthumous release, The Lost Episodes, and was originally written when Zappa considered divorcing first wife Kay Sherman.

"[13] "Hungry Freaks, Daddy" is an attack on the American school system[13] that musically quotes a Rolling Stones song, "(I Can't Get No) Satisfaction", in its opening measures, and contains a guitar solo between the first and second verses that itself briefly quotes Richard Berry's 1959 song "Have Love, Will Travel".

In the middle of the week of recording, Zappa told him, "I would like to rent $500 [equivalent to $4,700 in 2023] worth of percussion equipment for a session that starts at midnight on Friday and I want to bring all the freaks from Sunset Boulevard into the studio to do something special."

The material was worked into "Cream Cheese", a "ballet in two tableaux"[13] that was eventually retitled "The Return of the Son of Monster Magnet".

[6] In a November 1967 radio interview (posthumously included as part of the 2006 MOFO album), Zappa is heard complaining that the version of "Monster Magnet" released on Freak Out!

was in fact an unfinished piece; the percussion track was intended to serve as the foundation for an even more complex piece, but MGM refused to approve the studio time needed to record the intended overdubs that would have completed the composition, and so it was released (to Zappa's great dissatisfaction) in this unfinished form.

"I've tried to imagine what [Wilson] must have been thinking", Zappa recounted, "sitting in that control room, listening to all that weird shit coming out of the speakers, and being responsible for telling the engineer, Ami Hadani (who was not on acid), what to do.

"[7] An early version of the album was done in April, with a different track order from the final sequence completed two months later:[17][18][11] for instance, "Wowie Zowie" (which would eventually begin side two of the finalized sequence instead, and was described by Zappa as "harmless", "cheerful" and apparently liked by Little Richard)[13] was the original planned lead-off track rather than "Hungry Freaks, Daddy", "Trouble Comin' Every Day" (which was inspired by the Watts Riots that took place the previous year)[13] was included on side one rather than side three, and "Who Are the Brain Police?"

(acknowledged by Zappa himself as one of the scariest songs on the album)[13] took up the middle of side two rather than the middle of side one, with only "Help, I'm a Rock" (a song dedicated to Elvis Presley)[13] and "Cream Cheese" (later retitled "The Return of the Son of Monster Magnet") taking up the same concluding places on the early sequence that they eventually would on the finalized sequence.

[17][18] "Wowie Zowie" itself originally contained a musique concrète section between the bridge and third verse that would eventually be edited out of the song as it appeared on the finalized sequence,[18] while the third section of "Help, I'm a Rock", called "It Can't Happen Here", contained two additional lines consisting of the word "psychedelic" during the self-pleasure sequence and of the words "...since you first took the shots" immediately following the "we've been very interested in your development" line.

[18] The label eventually requested that the two lines in question be removed from the "It Can't Happen Here" section of "Help, I'm a Rock",[20] both of which had been interpreted by MGM executives to be drug references.

However, the label either had no objections to, or else did not notice, a sped-up recording of Zappa shouting the word "fuck" after accidentally smashing his finger,[19] occurring at 11 minutes and 36 seconds into "The Return of the Son of Monster Magnet".

From the 1995 CD reissue of the album onwards, the formerly three-part "Help, I'm a Rock" was reindexed as two separate tracks, with only the first two parts ("Okay To Tap Dance" and "In Memoriam, Edgard Varèse"[21]) remaining under the "Help, I'm a Rock" title but with "It Can't Happen Here" becoming its own track, as "It Can't Happen Here" had been included by itself on the 1969 vinyl compilation Mothermania, where the two normally censored lines were also reinstated.

[22][23] MGM also told Zappa that the band would have to change their name, claiming that no DJ would play a record on the air by a group called "the Mothers".

[27]Because the text was printed in a typeface resembling typewriter lettering, some people thought that Suzy Creamcheese was real, and many listeners expected to see her in concert performances.

Inside the gatefold jacket the small ad was aimed at people coming to visit Los Angeles and it listed several famous restaurants and clubs including Canter's and The Whisky a Go Go.

[23] It was eventually reprinted and included with The MOFO Project/Object, a four-disc audio documentary on the making of the album, released posthumously by the Zappa Family Trust in 2006.

The Mothers of Invention, a talented but warped quintet, have fathered an album poetically entitled Freak Out, which could be the greatest stimulus to the aspirin industry since the income tax.