Kelsie nodded and crossed one of her legs over the other. "That's right, Katherine. Nothing happened. We talked, we danced -- as in rehearsed...don't get the wrong idea, we ate, and we watched a movie -- not in any particular order, of course.", she smiled.

Kat shook her head. "Ohh no you don't. I KNOW something happened between you."

"Oh, you do, do you?"

"Yes. I sure do. You know HOW I know something happened, Ms. Meyers?"

Kelsie laughed. "Please. Enlighten me."

Kat spoke with her chin up, in a very sophisticated tone. "Because as you are talking, and as I am talking about this very special night you spent at our dear Mr. Timberlake's house, your cheeks are bright pink right now...and like I mentioned before that always gives you away...you are picking at my COUCH." She grinned triumphantly. "YOU...Ms. 'The Day I Like Him Is When Hell Freezes Over'...LIKE him!!"

Kelsie stood up and walked over to the window in Kat's house, her hands pulling at the fabric of her shirt. Her face was burning and she hated to admit it but she knew her friend was right. A smile crept over her face as she thought back to when she left his house.

"Well, I think I should get going now...", she said as she stood up from the leahter couch and blindly watched the movie credits scroll up the screen. Justin stood up with her and ran his fingers through his massive head of curls.

He was quiet for a moment until he finally found something to say. "Um...yeah, okay...um, thanks for uh, coming over at last minute."

Kelsie turned to look at him and smiled. "Thanks for pushing your male pride aside and inviting me over. I had fun...well except for that whole part where you bitched me out for trying to tell you that you were doing this one part of MY choreography wrong..."

He grinned. "What male pride? I take offense to that! And I was only trying to tell you that I felt it should be done a different way!"

"Oh yadda yadda yadda.", she walked towards the front door, hearing his footsteps behind her. "But nonetheless, it was fun and I'm glad that we can call each other friends now."

His voice was quiet. "So am I..."

At his answer, she stopped abruptly.

Justin's mind was somewhere else and not realizing she had stopped he bumped right into her. She spun around and almost had a heart attack when she saw how close they were. They looked at each other for a few moments, their eyes just completely focusing in on the other's. Kelsie broke the contact, as her eyes traveled down to his perfectly shaped lips.

He knew where she was looking, in fact, he knew exactly what she wanted him to do. And to be perfectly honest with himself, he wanted to do it. His eyes left hers for a minute, but only after a split second did they return to her lips.

She looked up into his gorgeous ocean blue eyes one more time before leaning towards him gently. He started to return the motion, but as soon as he closed his eyes, as their noses were almost touching, Chloe's image popped into his mind.

His eyes popped open and he pulled his head back so quickly you'd think he would have gotten whiplash. Chloe, Chloe, Chloe...his mind rang. What am I doing?

Kelsie's eyes opened. "Justin? What's wrong?"

He frowned. "I can't....I'm sorry, I...I...just can't."

She smiled and shrugged her shoulders, trying to hide her slight disappointment. "I don't care. Thanks for letting me be the one you opened up to though...and if you ever need to talk again, you know my number."

He smiled and kissed her flushed cheek in a friendly gesture. "No, thank YOU. I'll see you tomorrow..."

She winked and let the door close behind her. As soon as the door was closed, she sighed. "Yeah...see ya tomorrow..."

"Well, am I right or am I RIGHT?", Kat's voice was heard echoing past the original thoughts in Kelsie's mind.

Kelsie turned around to look at her anxious friend, shaking off the frown on her face. "Okay. Okaaay. So I liiike him, big deal." She walked into the kitchen to get a drink.

Kat took off running after her. "Big DEAL? Kelsie, this is like big BIG deal as in the bombing of Pearl Harbor kind of big deal!!"

Kelsie snickered and mumbled under her breath. "I don't know about that." She looked behind her to see Kat staring at her anxiously, waiting for her to say something that she could thrive off of.

"Seriously, Kat.", she laughed. "It's nothing. Yeah, so I admit that I like him a little bit...it's probably just because it's so late and I'm so tired so I'm saying things that I don't really mean."

Kat raised an eyebrow. "Oh, bull. You know as well as I do that you can't put things past me, Kelsie Lyn! Now I might leave you alone about this for now, but don't think you won't hear from me first thing in the morning!"

Kelsie smiled. "Okay, gnat. Thanks."

Kat rolled her eyes. "I hate it when you call me that...it reminds me of those pesky bugs that fly around your head and get stuck in your eyes in the summer. They're so ANNOYING!"

"Why do you think I call you that?"

Kat gave her a nasty glare before firing another question at her. "SO, do you think he likes you back? Are you gonna do something about it? Gonna make your move? Huh? Huh? Fill me in babe!"

Kelsie rubbed her forehead. "Well, ya know...I think...I think that I'm crashing here tonight, goodnight."

Before Kat could protest, Kelsie had run upstairs and closed the door to the guest room behind her, leaving Kat ansty for answers downstairs.

______________________________________________________

Kelsie flopped onto the bed, wincing as something sharp dug into her skin. "Ouch, damnit." She glanced down at her stomach and groaned when she saw the belly chain. She got up reluctantly and trudged to Kat's room, walked in and didn't bother to acknowledge her friend who was sitting on her bed watching TV.

Kat looked up when she walked in and smiled. "I see you've come to tell me details because you just can't keep it to yourself anymore."

Kelsie rolled her eyes. "More like to get some pajamas." She yanked open a drawer and pulled out a pair of boxers and a Hard Rock Cafe t-shirt. As she shut the drawer, her gaze landed on two picture frames sitting on the table. One was an old one of her parents, when they were still together (Kat's parents had divorced when she was sixteen and she sometimes got real down about it, usually trying to convince herself that it really was her fault, even though she knew that it wasn't.). The other was a recent one of herself, Kat and *NSYNC. She stared at it for a minute before turning around to look at Kat, beginning to say something.

"Look at the way Justin is looking at you, instead of the camera, Kelsie.", Kat interrupted.

Kelsie turned around to look at it once more. "Kat, he's giving me a death stare."

Kat got up and walked over towards the frame. She pointed at his eyes. "No...his mouth may be in a scowl, but look at his eyes. They give away SO much, even in a picture. Can't you see it?"

Kelsie stared at it as closely as she could, until her eyes hurt. His eyes weren't so much in a glare, they were only squinted a little and a sparkle broke through in the usual darkness his eyes held. Kelsie shook her head. "I don't see it."

Kat sighed. "I feel like your mother explaining what it means to have a crush on somebody.", she chuckled. "Kelsie, he's looking at you with such confusion, yet his eyes are sparkling. He likes you, but he isn't letting himself admit to it. He's either scared of something or there's already something there that is holding him back from being honest with himself and you. Do you see the look in his eyes yet?"

Kelsie gasped, finally seeing it. "Y...yeah." It looked creepy and she didn't like it. She shook her head and jogged out of Kat's room, again leaving her antsy with confusion.

After changing, she stretched out on the comfortable mattress and yawned. Here it was, almost three o'clock in the morning, and she was still awake thinking of the one person she would rather not be thinking about -- Justin Randall Timberlake. The stupid bastard...why couldn't he find a new dwelling place...anywhere besides her head.

Kelsie had had her fair share of boyfriends, but never once did she really feel like she was in love. For once, she just wished that she could feel that wonderful, electric sensation that everyone always talked about. Most of the guys she had been with hadn't lasted because they couldn't put up with her crazy schedule or how she always spent so much time with other guys career-wise. And if it wasn't the time or the jealousy problem, it was because they "didn't click" (as some ex's referred the reason as). She always just assumed that the guys just couldn't take the fact that she knew how to take care of herself and that in most cases, she was stronger than them. She intimidated a lot of guys and she always had.

For once...for once, I just wish there was someone who could understand me and love me for me. That was the last thought that ran through her mind before she fell asleep. If she only knew that the answer to that thought was right under her nose...

______________________________________________________

(back at Justin's)

He held his head high, his jaw tightened as a way to keep his composure until the door closed behind Kelsie's body. Once it was shut, and the lock was turned, his shoulders slumped and he watched her walk slowly to her car. He noticed that she paused midway to the driveway, looked back towards the house and shook her head slightly before continuing. He wished he had the power to know what she was thinking.

He gazed out the window until he could no longer see her, and when she was gone, he turned around and leaned back against the door, banging his head against it in frustration. What was he letting himself do? Hell, he almost freaking KISSED her! He shook his head and ran his fingers through his hair. Not good, Timberlake, not good.

He moved to the living room trudgingly, not knowing what he had been thinking. He needed something that could bring him back down to reality and he knew exactly what that was that had the power to do so. Reaching into his back pocket, he pulled out his wallet and opened it up to be greeted by a smiling photo of a beautiful gir...woman. HIS woman. He smiled and picked up his phone.

" 'lo?"

"Baby, I changed my mind...I need to see you...and don't tell me that you can't make it because you have something to do or that you can't come because it's too late. I don't care what your reason is and I don't care if I'm being selfish. I need to see you, I need to feel you, I need to smell you, I need to --"

"Give me a second to get changed, okay?"

"Just come in whatever you're wearing now."

He could hear her smirk over the phone and it sent shivers up and down his spine. "But what if I'm not wearing anything, Justin?"

He swallowed and a small grin overtook his features. "Don't give me ideas, baby. It's not healthy."

"Oh, J...I know you well enough to know that you're already filled with ideas. I'll be over in a few minutes, babe."

He smiled. "Thanks Chloe. See you soon."

"You know it."

He heard the click and his stomach did a little flip. Whenever he talked to her or saw her, his stomach always fluttered with butterflies. He found it strange, because they had been together for almost a year, and he would have thought that after so long he would be so comfortable around her, the nervousness would fly away. But it hadn't and for some reason that just made him fall more in love with her than he already was.

As hard as he fought the urge to let Kelsie seep into his thoughts, she made her way in there anyway. He thought about the night they had just spent together. It surprised him at how much fun he had ended up having. She had totally changed from arguing with him (since they had first met) to agreeing and never contradicting what he had to say. He thought about the whole conversation that they had had before they had put the movie in, how she knew so much about his lifestyle and the way he was feeling. She had told him that her life was almost much in the same as his, with all her choreography projects. He smiled thinking about it...it felt so good to get so much off his chest. It almost felt that he had had the weight of the world lifted off his shoulders and placed on someone else, someone else that would help him bear the amount of...well, of life. It also felt really good to just let down his guard, cry out his pain and not have to worry about someone judging him. She was there to give him only support and nothing less than support and that filled him with a new sense of relief. He had realized that night that Kelsie was an incredible person and every new time he was with her, his stomach was beginning to get that queasy feeling that was so familiar to him. It scared him so much, he tended to cover it up with bitterness.

When he heard the door open and close, all thoughts of Kelsie immediately flushed from his head and he took a jumping leap towards the front door. The breath was sucked out of his body when he saw her standing in front of his door, shaking the water out of her hair. God, was she gorgeous. He stared at her for a second in pure admiration until he could focus in on what she was saying.

"It started pouring outside. I'm soaked."

He smiled that smile that broke millions of hearts, the one that revealed each and every brilliant white tooth of his. "That's okay. You remember that water fetish of mine, don't you?"

Chloe grinned. "Oh, I remember."

He couldn't get to her fast enough and it seemed like ten years before he actually reached her and locked his arms around her waist, pulling her as close as she could get to him. He leaned his forehead against hers and breathed in her familiar scent, savoring every second of it. She smelt like the fresh scent of newly fallen rain combined with the Bath & Body Works Freesia scent. He closed his eyes and tilting his head, he dove in for the kiss, anticipating her perfect lips to connect with his.

And when they did, his heart exploded into a million pieces. He had longed to feel her for so long and now he finally was holding her and it just felt so, so right that he never wanted to let go. His lips went into overdrive, and his hands came up to cup the back of her head to pull her closer. With every passing second, his desire for her grew stronger and stronger. He pushed her lips open wider with his own trying as hard as he could to get closer to the comfort she provided him with. He felt her body shake with a shiver as his tongue ran along the inside of her mouth slowly and sensually. He knew that she loved when he did that and the reaction that she always had only pushed him harder. His fingers dove into her damp hair and tightened around the strands while his lips broke free from her mouth and traveled down the smooth skin along her perfectly shaped jawbone.

He continued to rain kisses down the column of her neck while she fought to get a breath.

"Just...Justin..."

His eyes glanced up at her. "Mmm?"

She twirled her finger around one of his curls. "Not the neck, honey...I have a photoshoot tomorrow."

His head shot up and he looked at her in awe. "What?"

She pushed his chest to put a little space between them and combed through her hair with her fingers. "I have a photoshoot tomorrow. I can't have little bruises all over my neck, now can I?"

He gave her a bored look. "Clo, that's why a little something called make-up was invented."

She shook her head. "I know, but it gets all blotchy looking if I put make-up on over bruises."

He kissed her gently on her lips. "So they'll airbrush the picture."

"It doesn't look as natural!"

Justin didn't miss the tone in her voice and it upset him. He took a step back from her and eyed her curiously. "Why are you acting this way?"

She smiled. "What way, baby?"

"This way. Like you don't want to be with me. Your mind and focus is completely somewhere else and everytime I go and try to kiss you or touch you, you get all...weird... Am I doing something wrong? Are you not satisfied with me?"

Her smile quickly faded. Was he catching on? Nah, he couldn't be...he was too whipped to even realize what she was doing...right? She gave him an apologetic look and put on her best 'I'm sorry' voice. "Oh, Justin, I'm sorry. Of course I want to be with you, I love you! You're my baby!"

His frown slowly turned into a smile. "I'm sorry, I guess I just missed you and I was hoping you would respond more to my need to touch you..." He kissed her forehead. "I love you so much."

She smiled and gave him a hug. "I know you do, babe, I know." She walked into the den and sat down on the couch, patting the soft leather so he'd sit next to her.

"So, what is the shoot for tomorrow?"

Her eyes widened and she coughed while she thought of some sort of believable answer. "Uh, I think it's for...NY Jeans again. They liked how the other pictures came out so they wanted to shoot some more."

"Oh! That's great, congratulations! Are they going to publish the pictures?"

"I don't know...I guess if they can get me to ink a deal with them.", she bit her lip and smiled. "So, how is your tour going?"

Since when is she interested in what I do? She sure is acting strange. "Um, the tour didn't start yet."

"I know silly! How is everything pulling together, though? You only have a few weeks left, don't you?"

"Yeah. It's rough, the dances are brutal, and there's just a lot of things on the personal side that I've struggled with. But I mean, I've worked those out and I think overall it's going to be a great tour. I'm a little nervous, though."

She smiled and kissed his lips softly. "You'll be fine." And for some reason, at her touch, he didn't feel anything...he didn't feel that electric charge that usually shot through his body, he didn't even get the butterflies. It made him mad. What was happening? He looked at her curiously and then sighed. "I'm tired. It's really late."

She nodded. "Wanna catch some zzz's?"

He bobbed his head up and down slightly. "Yeah, I've got early rehearsal tomorrow. I'm just gonna sleep down here, I don't feel like climbing those stairs."

She watched as he stretched out on the couch and smiled when he patted the material for her to lay down next to him. She obeyed and stared into his eyes. He was so...innocent. She sighed, knowing that they were total opposites. His voice interrupted her thoughts.

"Hold me, Clo."

She snuggled up next to his body, wrapping her arm around his waist. He rested his chin on her shoulder and closed his eyes, just feeling content in her arms. But there was something missing and he didn't know what it was...but it just didn't feel right anymore.

Within minutes, they were both dead asleep, still wrapped in each other's arms.