Her eyes met his again and she looked at him, her mouth as dry as a desert, not knowing what in God's name to say to something like that. He sensed her hesitance right away, so he tried to expand on his thoughts.

"Kels", he sucked in a breath of air, "I owe a whole lot to you. You made me open my eyes and see that deep inside of me, I'm just a scared little boy with the responsibilites of a grown adult on my shoulders. You helped that little boy inside of me grow up into who I am right now...into the man that is standing here in front of you, begging for you to forgive me and love me after everything I've done to you. The way you handle yourself is the way that I'd like to be someday...and I can't help but to need you by my side feeding your advice to me so that I can attain that goal."

He paused and brushed away the next new tear off her cheek with his index finger. "I...I don't know what else to say..."

She bit her lip and sniffed as she looked on through her blurry eyes and saw the sincerity shining through his pools of blue. And for the first time since he began speaking, she smiled. She smiled until that smile reached up through her cheeks and grew until they lit up her entire face. It was the smile that Justin loved so much.

She softly pulled her hand from his grip and placed it on the back of his neck, the smile never even wavering in the tinist bit. Without saying a word, she stepped on her tippy toes and pulled him down to kiss him. She just couldn't fight it anymore. She had waited too long to hear the words that he had just said and for one, she had never imagined that they would sound THAT good and two, she never thought they would make her heart flip as much as it was doing now.

Justin jumped slightly when her lips covered his own out of shock, but the shock didn't last very long. He melted against her body and wrapped his arms around her back, finally feeling at ease with himself. He had told her his feelings and now it was her turn. She was returning his same emotions, only in a different way.

Kelsie pulled at him more and more, her fingers making their way up into the nape of his neck where the loose curls sprung out uncontrollably. She twirled them around in her fingers as her mouth did its own work by pushing his lips open wider by the minute. Tilting her head to try to gain better access, she felt him deepen the pressure of the kiss that they were sharing and feeling him respond so strongly to it only made her more desparate. Justin shared that desparation and his hands flew into her dark hair, pulling the back of her head as close as he could to him.

The shared comfort and relief that they were each feeling inside of them right now was nothing like they had ever felt before and it washed over them like waves in an ocean. Only after all of the air in their lungs had left, did Justin break off the contact to rain small kisses down her neck.

Kelsie's eyes remained closed as she felt him all over her, leaving tingling sensations wherever he touched. She was so close to him, she could feel the vibration of his heart through her own body and his breath sent shivers down her spine.

He traveled back up her neck to find her lips again and pushed at them until she gave him the access he wanted. Before long, they had unconciously began moving across the room, still wrapped in each other's arms. Kelsie felt the back of her knees hit the foot of her bed and she involuntarily fell back onto the mattress, Justin still hovering over her. His mouth wandered all down the side of her neck, as he pushed her hair aside with his free hand, back to her jawbone line, up to her earlobe and finished with quick, but soft pecks on each of her closed eyelids. When he went to reach for her lips again, she turned her head aside to break the contact and sucked in some air, pulling herself to a sitting position.

"Justin..."

His eyebrows raised in confusion. "Is something wrong? I'm sorry, did I hurt you?"

She smiled and kissed his cheek. "No. You were far from hurting me, J."

He smiled slightly and then his face fell again. "Then what's wrong?"

Kelsie sighed and looked at him. "It's just that...I, I can't believe this is happening...I mean, I promised myself that no matter what you said regarding your feelings towards me that I would not accept them because I felt that you still had to keep your faithfulness to...to your girlfriend--"

"But I told you...I don't care about her anymore. She's history, I promise."

"BUT", she raised an eyebrow. "But I never in my wildest dreams imagined that what you said would sound so damn good. And I never once imagined that the feelings I HOPED you would have for me really ran to that extent and I don't know how to answer to what you said...I, I just--"

He shook his head slowly and reached to cup her cheek in his hand. "But you do know how to...because you did. You don't need to SAY anything, Kelsie..."

"But I feel like it's not fair to you...I feel like I owe you--"

Justin closed his eyes in another head shake. "No, Kelsie. Just by sitting here in front of you I can FEEL the love radiate out of you, like the rays from the sun beating down on me...you don't need to tell me anything. I just know. I know by the way you look at me and by the way you kiss me.", he kissed her lips softly and lowered his voice to a whisper. "I just know."

She smiled and kissed the side of his head as she leaned over to wrap her arms around him in a hug. They held each other for a few minutes, rocking back and forth, until a thought managed to slink into Kelsie's brain. She pulled back gently and looked him in the eyes.

"Justin, I just want to know how your feelings towards her changed so fast? Just last month you told me you loved her with all your heart."

He chuckled. "You just don't let it go, do you?" Smiling, he picked up her hand and played with her fingers. "I was lying to myself because I didn't know how to deal with the fact that I was falling for another girl when I was supposed to be loving another. My feelings for her started to fade a long time ago, but I was too whipped to even realize that they were. I began to realize that being with her was a bore compared to being with YOU and the final blow came just recently when she decided to drop by my house completely drunk and give herself away that she was cheating on me..."

"You knew before I told you?"

He nodded. "I knew."

She gaped at him in awe. "Why didn't you break up with her on the spot? If I were you, I would have dumped her sorry ass and--"

He laughed. "I was scared, I guess. I didn't want to believe it...that this girl that I had given so much of myself to decided to be like the rest of them and use me for my name and cheat on me like I was just a worthless piece of man. I was still reeling from the shock of it, still trying to get over the fear of being alone again and I was too angry to do anything about it. I tend to get a bad temper and I just didn't want to explode...The next time I see her, the first words she's gonna hear are--"

"Why don't you take a long walk off a short pier, you cheating bitch, because I don't deserve something like you when I have someone who loves me for me now. It is OVA!"

Justin started to crack up at her exclamation. "You've got it all figured out, don't you?"

She smiled. "Pretty much."

He grinned when she leaned over to kiss him quickly. "So what was that last part about having someone who loves me for me? Can you elaborate on that?"

She raised an eyebrow and smirked, yanked him around and pushed him down on the bed so she could crawl up and stradde his torso. "I lovvve you, Justin Timberlake. I hate that I do, but I love you." She smirked again and bent down to press up against his ear, whispering: "And just between you and me, I think you're even hotter than Prince Eric."

______________________________________________________________________

The car came to a stop in the barren parking lot that overlooked a secreted little pond and the driver slumped down in the seat, rubbing her head as tears welled up in her eyes. She ripped the keys out of the ignition and threw them on the empty passenger seat and went to grab for her wallet that was somewhere deep in her purse. When she finally found it, she fumbled around in it until she found the picture that was buried into the back of the wallet out of carelessness. She pulled it out and ran her finger around the ripped and bent edges. She blew the dust off of it and closed her eyes in pain as the memories from when she got the picture taken almost a year ago flooded back into her mind...

"Baby, you look beautiful...you don't have to fix anything. You're perfect just the way you are...", his soothing voice came from behind her as she glanced behind her in the mirror. He reached up to run his fingers over her soft tresses of hair and smiled gently.

She turned around and gave him a hug. "Justin, I don't know what I'd do without you. Thanks."

"Not a problem, Clo.", he kissed her forehead softly and took her hand. "Come on, let's go do this."

She stared down at the picture with pained eyes. They were sitting on the floor, their arms crossed in front of them with their heads resting on each other's. They had gotten it taken only a month after they had started dating at a small photography studio not far from where she used to live.

Chloe sat there in the car and closed her eyes, running her hand through her hair. She was three thousand miles from home, alone, and the only thoughts running through her mind was how she could have been so stupid to realize that what she had was a true find...and that she had completely abused their relationship. Her mind reeled from what she had just been through and how she had come to realize how good Justin had treated her.

She had been with Ryan tonight, again, and while he was taking off her clothes and kissing her, she just layed there, completely out of it. He had gotten angry at the way she refused to respond to him and told her to get with it if she wanted to get anywhere in her career. He always used that excuse whenever she was hesitant in the bedroom. But tonight, nothing could have made her get with it because the only thing she could think of was Justin. He had eventually yelled at her to get out and she left in tears.

Before seeing Ryan, she had been watching MTV and she saw a segment that they had taped with the guys and just seeing him again made her realize what she had been missing. Justin had always treated her with the utmost respect, always worried about her if she wasn't feeling that great or if she didn't call when she said she would, he always tried to make the most out of the little time they had together and he always gave her everything she ever asked for. She remembered what he had done for her birthday...

After a long day at work, she opened the door to her house in exhaustion, ready for some down time. Something on the floor caught her eye as she was shutting the door and her eyebrows raised in surprise. There was a trail of beautiful crimson rose petals leading a path towards the dining room. She followed them in and her mouth dropped in shock when she saw the set up. Two candles burned in the darkness and the table had been set with crystal china dinnerplates. On one of the plates there was a small envelope underneath a long stemmed red rose so she picked it up and pulled out a small card that said in plain back letters: 'Go get dressed.'. She raised an eyebrow with a smile and went upstairs to her room where she found an absolutely gorgeous brand new dress laying on her bed with another rose and another envelope. This one only said: "Dinner is served.".

She smiled on her way to the dining room again and when she got there, Justin stood at her chair wearing a full out tuxedo and a huge grin, looking unbelievably handsome. He sang happy birthday to her, and after they ate her favorite meal, fettichine alfredo, they danced around the house all night. At the end of the night, he pulled out a velvet box that held a beautiful pure diamond necklace.

Chloe closed her eyes as the guilt and remorse began to build up in her heart. She cringed at the memory of the necklace...she had gotten angry with him one night and yanked it off her neck, tossing it somewhere. She still, to this day, had never found it. The night of her birthday was also the night he had told her he loved her...and she had said the same thing back to him, though not really full out meaning it. She had never really told him that she loved him in the way that he loved her, because she never really did. Not until now...when it was probably too late.

She hoped that when she saw him in a week or so she could talk to him about everything and try to patch things up with him. She had treated him so badly...

Her head slammed back against the seat. What had she done?

______________________________________________________________________

(May 18, Atlanta, GA. En route to soundcheck.)

Chris pounded on the locked wooden door that prevented him from getting into the back room on the bus with a groan. "GUYS, come on you've been back there for like a year!", he exaggerated.

He got no answer.

"I need my headphones, Justin! Let me in!"

There was a long silence and then Chris faintly heard Justin's strained voice. "Use the bus stereo..."

He pounded on the door again. "Joey is blasting his music on that!"

Before he could say anything else, the door opened a crack and his headphones flew out at him, hitting him in the stomach, and then the door slammed again. Chris rolled his eyes. "God... what are you guys DOING back there?" He shook his head and walked to the front of the bus to sit down on the couch. "You'd think that they would get sick of each other with them spending every little second of the day together...but noooo."

Lance chuckled. "I know, right.. I haven't seen either of them for any longer than ten minutes since that night in Biloxi."

JC sighed as he put down the phone. "Oh leave them alone. They're in love..."

Chris laughed at JC. "How many times are you going to call her, man? She's at school."

Joey came into the conversation, holding a soda. "No man, he just wants to hear the girl's voicemail.", he said with a chuckle.

JC shot them a dirty look and checked his watch. "I think we're here now. Somebody should go get them."

Chris' eyes widened. "NOT me."

Joey burped. "I'm not going."

Lance laughed. "Me either."

JC rolled his eyes and got up to try to pry Justin and Kelsie away from each other for a minute or so. He knocked on the door firmly and cleared his throat. "Hey, guys? We're here...let's go."

A few minutes later, the door opened and Justin and Kelsie came out holding hands. They joined the band up front and peered out the window at the fans that were already gathered outside of the Phillips Arena, anxiously awaiting the arrival of the guys. When the buses pulled up, the screaming escalated to full scale monstrosity. Joey shook his head as he stared at the window, waving to his admirers. "Crazy people.. why do they come for soundcheck when they know they can't get in until like six?"

Lance hit him on the shoulder. "Because they think they have a better chance at getting their hands around your neck since you're so stupid."

"Shut up."

Chris pointed at one of the signs. "Hey look Joe, she wants to hold your pickle!", he laughed.

As they readied themselves to get off the bus, JC looked behind him at Justin and Kelsie who were still standing close. His eyes moved from their faces to their connected hands and back up to their faces. "Are you guys going public already?"

They looked at each other and then back at JC until Justin finally spoke up. "I hadn't really thought about that.", he looked down at Kelsie. "It's up to you, ya know."

Kelsie raised an eyebrow and put her free hand on her hips. "Oh it is, is it?"

He nodded. "All you, honey."

She thought for a moment and finally looked back at him. "Do they know about Chloe?"

At her name, he immediately tensed up and his jaw clenched. "Not that I'm aware of. We haven't said anything."

She pulled her hand out of his and stood up on her tippy toes to kiss him quickly. "We can wait until you break up with her.", she smiled evilly and made her way off the bus after the rest of the guys. Justin hung back and nodded to himself slowly before putting on his game face and jogging off the bus.

The six of them made their way through the pack of fans, stopping to sign some autographs. Kelsie hung behind, watching the guys in action. Such a nice group of kids. Suddenly, she heard her name being called out above the screaming.

"OH MY GOD!! IS THAT KELSIE!?", she heard one voice.

"KELSIE MEYERS!! OVER HERE!!", she heard another.

She smiled and made her way over to the girls that were calling her and said hello. They couldn't have been older than thirteen. "Hi girls.", she grinned. "How did you know my name?"

"Duh! Everyone knows YOU, Kelsie! We think you're the best choreographer out there and we think that your dances for *NSYNC are the best you've done for anyone!"

She smiled. "Thank you! I'm glad to hear that."

"What's it like to work with them?"

"It's great. They are really talented guys and they don't complain TOO much.", she made a face. "Actually, now that I think about it..."

She trailed off when she saw the expressions on the girls faces turn into complete shock and nervousness. She was a little confused until she heard the voice behind her.

"Be nice, Kels."

She grinned and pushed his shoulder. "Justin, you baby. I can say what I want about you."

Justin grinned and turned to the girls. "Was she being nice?"

They gaped on at him and stammered on their words. "I...I...uh, y-yeah..."

The other girl finally piped up and thrusted a pad of paper at him. "C-can I have your auto...your autograph?"

He took her piece of paper and pen with a smile. "Sure. What's your name?"

"A-Alexis."

He looked up at her, his eyes sparkling. "Really? That's one of JC's favorite names!" He glanced back down and signed her paper. He heard his bodyguard tell him to hurry it along so he gave it back to her with a smile. "I've gotta get going now, it was nice to meet you. Make sure she's nice.", he said, pointing to Kelsie.

He turned to leave but stopped when he heard the girl yell out his name. "Justin, WAIT!"

"Yeah?"

"Can I please just get one picture? Please?"

He smiled. "Of course."

The girl pointed to Kelsie. "Can you get in too?"

Kelsie raised an eyebrow and started to say something but was stopped when Justin grabbed her waist and yanked her against him. "Just smile, Kels."

The flash went off and their glowing faces were forever captured in that one/one twenty fifths of a second as they stood there holding each other. They walked off with a smile when they heard the faint remark of the calmer girl say to her friend, "They're cute together. They should go out..."

______________________________________________________________________

(May 21st ; Orlando.)

"Good to be home!", Justin sighed as he pulled his car into the driveway. He had a few hours until he had to get to the arena, so he decided he'd stop by his house for a bit. As he pulled the keys out of the ignition, his thoughts began to drift off...

He missed Kelsie. Yeah, so he had just seen her not even five minutes ago, but five minutes was even too long to be away from her. It had been almost two weeks since they had confessed their feelings to each other, yet he felt as if he had been with her for years. He smiled, picturing her smile in his mind, and flipped his keys up in the air, catching them with his other hand. He loved being in love.

As soon as he entered his large, deserted house, he heard the television playing softly in the other room. His eyebrows raised in surprise. He had definitely not left that on when he left for tour. He made his way to the den, stuffing his keys in his pocket, and peered in. Maybe it was his mom...

"Mom?"

The woman on the couch turned around and gave him a small smile. As soon as he saw her, he inhaled sharply and his eyes darkened in anger. "What the hell are you doing here?", he snarled.

She turned the TV off quickly and stood up, her light brown hair flipping over her shoulder. "I think we need to talk."

She started to walk up to him but he backed up, doing his best to stay away from her. "Stay away from me."

She frowned and continued walking towards him. "Justin...I just want to talk... what's wrong with you? Why aren't you happy to see me?", she stared at his head for a minute and then added to her questions. "What did you do to your hair?"

He ran his hand over the braids in his hair and glared at her. "I think you should leave."

Her mouth dropped open and she walked up to corner him. "Just because I asked what you did to your hair?"

He closed his eyes so he wouldn't have to look at her. Even though he couldn't stand her anymore, even though she had done so many horrible things to him, he still had to admit that she was beautiful. And he was very much a typical guy, so he clenched his teeth and fought the temptations. Think Kelsie, Think Kelsie, Think Kelsie...

"Justin? Baby, look at me!", she pleaded, but he wouldn't open his eyes. So she did the only other thing she knew would get him to look at her. She kissed him.

But he didn't kiss her back. In fact, he only pushed away from her and opened his eyes in anger. "CHLOE, GET OUT OF MY HOUSE. We are DONE. Do you understand that? OVER, FINISHED, CAPUT!"

She felt her eyes well up with tears. "W-what?"

He gave her a 'you've got to me kidding me' look and shook his head. "What what? What part of we are done do you not understand?"

"I...I love you...", she pushed out, feeling in her heart that for once, she actually meant it. But it was too late...

He stared at her in shock. "Bullshit you love me. Don't even GIVE me that."

She felt her heart drop. "W-what happened to us, Justin?"

He stifled a short, disgusted laugh and felt the anger rising up in his system. "What happened to us.", he repeated in an amused voice. "I'll tell you what happened to us, Chloe. YOU decided that it would be a good idea to USE me for my name. I always wondered how your modeling career took off so fast. I should have known. And you know what else happened to us, honey? YOU decided to be like the rest of my damn ex-girlfriends and CHEAT on me and then have the gall to LIE about it to my face! And all on top of that, were you ever there for me when I needed it?", he shook his head. "Maybe you noticed or maybe you didn't, but there were times when I just needed someone to talk to, but you were just too damn busy with yourself to care about silly old me. You were never there for me when I needed to express myself or...or even when I only needed a damn FRIEND. How I never noticed something like that blows my MIND...

But you know what? I finally realized that there was another INCREDIBLE woman out there waiting for me to get it through my THICK skull that I was dating a manipulative bi...", he paused, knowing that he didn't have the heart to call her a bitch to her face. "...a manipulative person.

I realized that that same amazing woman that was out there waiting for me truly loves me for ME and not my fame. So, US, Chloe...US, no longer exists. Get OUT of my house."

Was he freaking for real? What the hell did she see in him in the first place? Why the hell did she even let that guilt, that regret seep into her heart? He wasn't worth it. Because now..now she wasn't upset. Now...she was ANGRY.

She held her head high and glared at him, as she grabbed her bag off the couch. "Fine, Mr. 'I-Know-Everything.'... You have your sweet, little perfect romance with that OTHER girl."

As she made her way to the door, she turned around one last time, her eyes sparkling with a devilish glint mixed in with the scowl on her face. "Just know that THIS IS NOT OVER."

With that, the door slammed and Justin jumped as the impact reverberated through the house. He sighed and rubbed his temples. She sure was pissed. Probably just because she wouldn't be able to say that she had Justin Timberlake as a boyfriend anymore. Glad to finally have gotten rid of her, he plopped down on the couch and reached for his phone. She had made him awful uncomfortable and the only thing he wanted to do was talk to his girl.

Kelsie had gone back to her house to see her parents and Kat, who was going to come to the show tonight to surprise JC. He didn't want to bother her, but he wanted to hear her voice. There was something lingering in his system -- something like a bad premonition of what was to come in his future. It made him nervous and he figured she would be able to help him get rid of the feeling. She always knew the right things to say to make him relax.

He fingered the telephone cord as his eyes wandered around his den. It seemed so huge without anyone there with him.

"Hello?"

"Hey baby..."

He HEARD her smile from there. "Justin?"

"Yeah, hi."

"What's wrong?"

He smiled. She was so cute...always worrying that something was wrong, but always able to detect that sense of fear in his voice. "Nothing, I just missed you."

She chuckled modestly. "You just saw me like, half an hour ago."

He sighed, changing the subject. "I did it."

"You did what?"

"I broke up with her. She was here at the house when I walked in. I was so mad when I saw her...I just wanted to grab her and strangle her. God, that sounds so mean, but I feel like...I feel like she stripped me of my dignity. Is that weird?"

Her voice was soft when she finally spoke. "No, Justin, it's not weird. In a way, she kind of did. You gave so much of yourself to her but she took it in knowing that she was only doing it to benefit herself. She knew what she was doing would hurt you... It's not weird.", she paused. "What else happened? What did she do when you ended it?"

"She told me she loved me...But she said it in a way that I've never heard out of her before. I think she might have even meant it...but what do I know? She's probably only making that up to keep me from leaving her... Of course she was faking it, because she got so pissed off when I started screaming at her..."

"What did you say?"

"I almost called her a bitch..."

"Yes! Go Justin! Oh, I mean...that's not very nice.", she chuckled, trying to make a joke.

Justin stifled a small snicker. "Oh, come on, Kels.. You don't call a woman a bitch to her face. Even I know that.", he paused again. "But anyway, I told her that there was another person out there who I knew loved me for me and not for the life I live, unlike her, and that "us" no longer existed. After that, she was like, giving me this death stare and before she left she warned me that this was not over.", he shuddered. "God, you should have heard her voice...it was so...evil." He sighed. "I dunno, Kels, I have a REALLY bad feeling about this."

She was quiet for a minute while she processed his words. "Why? You know she's probably only saying that. What's she gonna do?"

"I don't know. I just...I just feel like something bad is gonna happen."

"Sweetie, don't get worked up over it. If something does happen, I'll be right by your side. We'll take it as we go, okay? I promise. Just focus on the show tonight. Go visit your mom or your friends, okay? I'll see you at the arena."

"Okay...", he smiled. "I love you, baby. Bye..."

"Love you too."

He heard the click and he slowly layed the phone back into it's cradle. He knew she was right. Chloe was only saying that to get him worked up and he couldn't worry about it. He had more important things taking precedent in his life now.

______________________________________________________________________

(that night -- meet and greet)

As always, the four members of *NSYNC stood gathered in front of the crowded meet and greet room, impatiently awaiting JC's arrival. Kelsie stood off to the side with a slight smile on her face as she watched Justin carefully. He was picking at his fingernails, his forehead scrunched in concentration as he stared down at his hands. He hadn't said much of anything all day, ever since he had gotten off the phone with her. He really was never this quiet and she was beginning to wonder how a little threat could affect him so much. She was about to say something to him when she heard everyone around her start to clap. She looked up to see JC standing in front of them with a long expression on his face.

She lowered her eyebrows. "Jace, why the long face?"

He picked his eyes up to look at her. "Man, Kelsie, I thought you said that Kat was coming to the show tonight! She's not picking up her phone and I haven't seen her anywhere around the arena!", he looked at her suspiciously. "You DID give her that All Access pass didn't you?"

Kelsie nodded. "She has one. But I haven't really seen her yet. She told me that she would do her best to get here...I don't know what's taking her."

JC scowled. "This sucks."

She rolled her eyes and stood back as they all entered the meet and greet room to an earful of delighted clapping and a lot of Whoos! After they were out of sight, she retreated to the dressing room.

The boys took their seats on the table so they could answer some questions before they signed some autographs. They got the normal questions..."Who influences you the most?", "What was the last movie you saw?", and "How long did it take you to learn the dances?". Justin remained quiet for most of it, unless they specified they wanted him to answer, but he didn't really feel like talking today.

"Hi guys, I have a question for Justin...", a young girl stood up to ask.

He smiled at her and waited for her to ask. She was biting her lip nervously, but she finally got out what she wanted to know. "Well...ok. I heard that you were dating this model...but then I heard you were with Kelsie Meyers...and then there's that Britney Spears rumor... which one is true? If any?"

He scratched his chin and thought about the question. Kelsie had said she didn't want to say anything until he had broken up with Chloe and he had...so there was no harm in saying the truth was there? He shrugged to himself and finally spoke. "Um... well. I'm not seeing Britney, I'm definitely not with a model...", he bit his lip, looked at the floor and then smiled. "But yeah...Kelsie's my girl." He nodded and said it again, more for his own benefit because hearing it made his body warm with that familiar sense of right. "Kelsie's very much my girl..."

As the girl that asked the question sat down, a blonde haired, freckled one popped up with a grin the size of the sky plastered on her lips. "WHAT!?"

JC's eyes bugged out of his head when he saw this girl standing in the back of the room, her hands pressed on her hips, wearing a homeade shirt that said JC IS MY SUGAR DADDY in big sparkly letters. The rest of the group tried to cover up their laughter, not wanting to let on that this girl was pretty much apart of their entourage. Her bubbly voice again pierced through the room.

"You guys are so CUUUTE together!!!"

Justin snickered. "Well, um, THANK you. I'll be sure to tell her that."

She nodded in gratitude and then looked at JC. "My name is Kat and JC, I just have a quick question for you."

His grin was now huge and he looked on at her with sparkles in his eyes. "Shoot."

She gave her best starstruck fan look and batted her eyelashes. "What do you look for in a girl?"

JC felt his face start to burn but he controlled himself by pretending to think. "Well... she has to have a very outgoing personality, she has to be able to make me laugh, she has to love to have fun. I prefer blonde haired, blue eyed, freckled, little gnats of a girl...", he began to drift off as the smile on Kat's face escalated, if that was possible. "You know, she's just gotta be good to me. You cool with that?"

She winked. "Ohh, very. Thanks!"

As the meet and greet came to a close, and the guys retreated back to their dressing rooms, Joey came up and hit JC on the back. "Dude, quit smiling."

Chris laughed and kept trying to step on the backs of JC's shoes as he tried to walk. "I know, man, I don't think you've stopped smiling since the second she stood up and said 'what'!"

When the door opened and JC stepped inside, a hand reached out and grabbed him, pulling him towards the corner, all before he knew what was happening. Kat grinned at him. "Surprise!"

He grinned again and bent over to kiss her quickly. "You little child of Satan!"

She laughed evilly and pointed to her shirt. "You like?"

JC chuckled. "Ohh, very much. I wish I had one...", he joked.

She pressed up against him and smirked. "Well, you can have mine..."

______________________________________________________________________

"Justin, what the hell is up?", Kelsie stood in front of him, her eyebrows raised in concern.

He rubbed his hands over his face. "Nothing."

She pulled his hands away from his face and yanked his chin up to look at her. "You've been moping around all day! The only time I've seen you smile was during the show! That is not like you!"

He sighed and pulled away from her. "That's not true. I smiled during the meet and greet."

"Yeah, because you had too..."

"No...because I thought of you.", he looked up in her eyes. "A girl asked if we were going out and I told her the truth..."

Kelsie was quiet for a minute but then smiled. "Well, I'm glad that I made you smile. But that doesn't answer my question."

He fell back in the squishy chair and touched the cornrows in his hair. "I dunno, man.", he finally said, getting that distant look in his eyes.

"This is about that stupid thing that Chloe said isn't it?", she asked, her voice softening up a bit.

He didn't say anything, he just nodded slightly.

She shook her head and sat down on his lap, touching his cheek. "Justin, how many times do I have to tell you that you can't let her get to you? I don't know why a few little words are affecting you like this..."

"It was just the WAY she said them...it just really bothers me..."

She sighed and rested her head against her forehead, gently kissing it. "Listen...I don't know what else to say to you about this but just remember that the sun's gonna shine and the rain is gonna fall...you're GOING to get burnt, and you're GONNA get wet...but that's life. So dance in the puddles and bathe in the sun...and at the end of the day...just SMILE. It's gonna be all right..."

He smiled at her, feeling better about everything.

She hugged him gently. "I promise."