Justin gets real honest in the August issue of GQ which is on newsstands July 25th. In the article he talks about his new album, acting, Cameron and of course Britney. He even admits he was "infatuated with her from the moment I saw her."

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The Private Life of Justin Timberlake

"I didn't want to be the guy who dates girls in tabloids"

Locked & Loaded
With his second album about to hit stores, serious roles in two upcoming movies, and the older woman you dream about, Justin Timberlake is on the verge of something very big.

By Lisa DePaulo, Photographs by Steve Klein

JUSTIN TIMBERLAKE picks me up in his black Porsche 911 convertible, in front of the Chateau Marmont. "Don't worry," he says. "We're not doing the Chateau Marmont celebrity interview. You know, 'We're at the Chateau! And Bobby De Niro walked in! And he ordered salad!'"

No, he's taking me to a little joint on Highland Avenue called Ammo that he likes because it's "cool" and he can go there without getting noticed and we can sit outside and smoke. (Even though Justin doesn't smoke, you kind of get the feeling he'd like to.)

"Didja eat lunch?" he asks. "Good. Neither did I. Fucking starving."

He peels out of the Chateau...and almost runs over Mos Def, who is walking up the driveway.

"Yo, bro!" says Justin. "What's up?"

"I'm mixing a record out here, bro," says Mos Def.

"I can't wait to hear it!" says Justin.

"It's good, it's good."

"All right, man."

"Take care, bro."

Nice wheels, I tell him, as he accelerates rather abruptly out onto Sunset Boulevard.

"Yeah, well, it's better than my extra-small penis car." And that would be...? "My Ferrari," he says, adding that he also has a Bimmer, which he lent to his parents for the week. Oh, and a Jeep and a Dodge pickup "with a winch" on it. A winch? "Wow, you really are from New York," says Justin. "A winch is a device that you attach to the front of the, uh, truck, and you can tow people out if they get stuck."

I see.

"I'm into cars. You know, boys and their toys."

He tears down Sunset, almost clipping another (lesser) vehicle. "You know when I'm an asshole?" he says. "In traffic. I get road rage so badly. I'm on my best behavior today. But I get road rage like you wouldn't believe!"

After some L.A. parking drama, Justin finds a spot near Ammo, steps out of the car...and a fan materializes on the sidewalk. (So much for not getting noticed.) "You're my favorite!" squeals the young woman, who just happens to have Justin's face on a button on her denim jacket.

"You're my favorite, too," says Justin.

The woman practically faints.

We sit at an outdoor table, and Justin orders the turkey meat loaf. Midway through lunch, Ben Stiller walks in, stops to say hi.

"Hey, dude," Justin says. "How's the missus?"

"Cool," says Stiller. "We got, like, the baby. A 10-month-old. Life is good."

"Awesome, man!" says Justin.

L.A. can be so scintillating.

Now a horn is honking. There's a fan sitting in a car just off the curb who, having spotted Justin, is beeping and waving frantically, trying to get his attention. Justin waves back. "I feel thankful," he says. "There are parts of my celebrity that are really cool. Like that. That might have made her day, you know? And by the way, don't get me wrong--it has nothing to do with me. It's just like she saw somebody that she saw on television. She knows not one thing about me."

After the meat loaf, we return to the Porsche, only to find that the fan, the one we encountered earlier, is still there. And now she has a camera.

"Hi," says Justin. "I'll bet you wanna take a picture with that camera."

"Ohmygod," she says. "I'm, like, your biggest fan!" She pauses and frowns, "Even though you guys haven't put out an album in, like, forever."

Justin smiles tensely. She is talking about 'NSync, Justin's erstwhile Boy Band, the one he'd just as soon forget.

"I even got 'NSync on my license plate," she adds.

(How adorable, I whisper. "Please don't remind me," whispers Justin.)

"All right," he says to the fan. She can take a picture. He lifts her camera out of her trembling paws and hands it to me. "Don't mess this one up," he tells me.

"Thank you soooo, soooo much," she says.

"You're quite welcome, sweetheart."

He hops back into his Porsche.

"Okay," he says. "That's the part that slightly freaks me out."

HE WAS NEVER supposed to be cool. Not Justin Timberlake. Not the kid who started his career, at age 10, on frickin' Star Search. Who then went on to become...a Mouseketeer. Who then went on to live in Orlando to be close to Disney World. Orlando! Who was known as Pizza Face in junior high school because of his zits. He was hardly destined to be Hollywood royalty, let alone a guy with hit records, movie roles, and Cameron Diaz--

But we digress.

At the age of 25, Justin Timberlake finds himself--some would say miraculously--at the top of the heap. A staggering feat for any 25-year-old, but more so for a former Boy Band member whose biggest claim to fame could have been, might have been, being Britney Spears's Ex-Boyfriend. But that was then.

Now there's the new album coming out--which is rumored to be better than his first solo album, the hugely successful but unfortunately titled Justified, which was better than anyone (except perhaps Justin) ever dreamed it would be. There are the movie roles--a supporting role in the soon-to-be-released Black Snake Moan (with Samuel L. Jackson and Christina Ricci); a dark and already buzzed-about part in the upcoming Alpha Dog; a voice role in the indie underdog Shrek the Third.

And have we mentioned the clothing line?

There are those who might fairly wonder: Whaaa? Justin Timberlake? He's okay looking, yeah, but so are zillions of other 25-year-olds in L.A. He's talented. Ditto. Works hard. Ditto. He's generally perceived as a Pretty Nice Guy, well-grounded, a kid from the "woods" outside Memphis who, as they like to say in the country, hasn't forgotten where he came from. He has no vices to speak of (except for "a couple of beers" while watching ESPN); he likes to golf, snowboard, and bake--yes, bake. He lives in a house his mother picked out for him, and when asked to pinpoint the hardest, most trying time in his life, he replies, "Nothing." The biggest mistake? "The Super Bowl," he says, when he not-so-inadvertently helped Janet Jackson (whom he allegedly had a romance with, but "I'm not gonna go too far into that," he says) expose her tit on national television. That's his biggest regret in life. No tragic backstory. No stints in rehab. None of the usual trajectory for a former child star.

"You know, the words child star just never registered with me," says Justin. "Still. To this day. I guess because when I was a child, I didn't think I was a child. I always thought I was an adult. My mother always spoke to me like I was an adult. She never talked down to me. I was never pushed by my parents. It was always like, 'I want to do this.' Like, it was just something that was undeniable for me, and I didn't know where it was gonna go. Still don't know."

"Justin is together," says his manager, Johnny Wright, who has repped him since Justin was 14. (He used to rep Britney, too, but says she dumped him during the breakup.) "A lot of times when kids grow up in the business, they stray off the deep end. Justin has always been the opposite. You know, normal. He's not a bad guy, he's not a tyrant. He's not a druggie, he's not a drunk." Usually, Wright allows, people who are in this business since age 10 are a little fucked-up at this point.

"We always tried to keep him grounded," says his mother, Lynn Harless, who had him (her only child) when she was 20. "We tried to remind him that he was just someone who had a cool job. I remember when he was 14 and 'NSync [Lynn came up with the name for the band] was really getting big and the record company wanted to take him out on tour alone, and I said, 'No! You can't take my 14-year-old child. Are you crazy?'" She speaks in a rich Memphis accent. She still lives there but makes frequent trips to Los Angeles to care for her boy--she picked out his house, pays his bills, and with her husband, Paul (Justin's stepfather), manages his finances. "It wasn't like we were out there trying to make a career out of this."

"My mom is so cool," says Justin.

His first gig was on Star Search, when he was 10. He auditioned for it at a mall in Tennessee. At 11, he was in the Mickey Mouse Club. It was there that he fell for Britney Spears, a fellow Mouseketeer. "I was in love with her from the start," says Justin. "I was infatuated with her from the moment I saw her."

"Britney grew up on my living room floor," says Lynn. "We were family, and I still love her to death. They were together ten or eleven years and had, from day one, that chemistry between them. She's a sweet girl. And I just hate what she's going through now."

Justin would very much like to get past the Britney era, but that decade of his life isn't so easily erased. The breakup, when Justin was all of 21, made him tabloid fodder for months and was brutally hard on him, even as it made him more and more famous. As life-defining moments go, it was bigger than the Super Bowl. "Especially when you loved that person half your life," he says.

"I don't think his breakup with her was any different than anybody's breakup with their first love," says his mother. "It's usually not as publicized."

THE TRUTH IS, he got his ass handed to him by Britney. For a while, he dealt with it by pursuing, as he puts it, "the affections of many young females." Then, as time passed, he began to deal with it creatively: His hit song "Cry Me a River" from his last album was a lyrical fuck-you to Ms. Spears. (You told me you loved me/Why did you leave me, all alone/Now you tell me you need me/When you call me, on the phone/Girl I refuse, you must have me confused/With some other guy/Your bridges were burned, now it's your turn/To cry, cry me a river.) "When we initially parted ways, he says, "I felt like she had a couple of opportunities to just sort of stick up for me, and she didn't. Which is fine. But at that time, you know, I fought back, and that's the way I fought back. I used my mind. I came up with a song."

He says it's now "a distant thing" and that, contrary to reports, he doesn't talk to Britney (and never told her to lose the loser husband), but he does feel badly when he sees what the press is putting her through. "I wish her well, and I want to see her win," he says. "I don't think you can ever count somebody like her out. Because she may appear one way, but she's very clever," he says cryptically. He refuses to gloat over the fact that his career took off like a shot and she ended up crying through her mascara to Matt Lauer. "I mean, at the end of the day, it's like, be a man. You know? Some shit happened, it wasn't good, but be a man," he says.

Justin is smart enough to know that his reputation as a chick magnet has not hurt his music career. But his experience as "that guy in the tabloids" made him more determined to do something credible with his career. "I didn't want to be 'that guy from the Boy Band.' I didn't want to be that guy who was just, like, famous for being famous. I didn't want to be the guy who dates girls in the tabloids. That's why the [first] album was such a big deal for me. I had to fight harder for my respect, for my credibility."

He made the decision to go solo in 2002, at a time when, as he says, "'NSync was, like, bigger than bubble gum." They were selling "bagillions of records." Forty-two million, to be exact. "People said, 'Are you crazy? This is a good thing. Ride it out.' But all I wanted to be was taken seriously." And he was, to the tune of 7 million records worldwide, shocking both his critics and his fans. Suddenly, it was cool to listen to Justin Timberlake, and even cooler to be Justin Timberlake.

"I've made a career out of doing things I probably shouldn't do," he likes to say. "Like after the solo record, I wanted to do films, and everybody said, 'Are you crazy? Do another record. You're on a roll.' For me, it was just like, eh, I wanna do films. And now that I'm doing a record again, of course my record label's very happy." He laughs. "But I think there's that curiosity: Can he do it again?"

Not to mention the pressure to top the first one. "My mission wasn't to top it," he says. "Well, okay, my mission was to top it, but in a different way. I wanted a new sound. I wanted something fresh.

"This stuff is so progressive," he says of the new record, FutureSex/LoveSounds. He took his time with it and enlisted the help of legendary producers Timbaland and Rick Rubin. "It's very different form the last album. Like, the last album, so much of what was happening in my life was fed into the album. And people would psychoanalyze the songs. But I didn't care, because it meant they were actually listening to the songs. It sent everybody into this guessing game, which--I can't lie--was sort of fun for me."

Will there be anything to psychoanalyze on this one?

He smiles. "Probably. There's lots of love and sex. And sex. And sex and love. A lot of sex."

WHICH BRINGS US to Cameron. Justin is fiercely protective of his three-year relationship with her--which, of course, no one thought would las longer than three weeks. "For me, this time around, it's been important to stay, at least as much as I can, out of the limelight. And I think that's made it more enriching. I've received so much more from it by keeping it just between the two people it's supposed to be between. Some people, especially here, are happy to offer themselves up in that way. But I come from a small town where, like, to give someone privacy means to give them respect." Besides, he adds, being tabloid fodder "really affected me." (Case in point: A week after our interview, the gossips said he had dumped Cameron so he could "sow his wild oats"--precisely the kind of thing that pisses him off.)

He says that he came to the realization that that whole thing with Britney "was just so high school" (perhaps because he was in high school) and that what he has with Cameron is more "adult." She's eight years older than he is and golfs and snowboards with his mother. "We have a lot in common," says Lynn. As for her son, "Justin moved on [from the Britney thing] a long time ago, or he wouldn't be in another relationship. He's very monogamous. One piece of advice he never took from me was to date around. He just couldn't do it. He's always been a one-woman man."

So, what makes it work?

Justin pauses. "I think, uh--without being so ambiguous that I seem like an asshole? There's no pretense about anything. It's just a sort of coming together of two people."

People think that you traded up.

"Well, that's a lot of ignorance."

TONIGHT JUSTIN TAKES the Bimmer out to drive himself to the MTV Movie Awards. "Oh, yes, I loooove awards shows," he says sarcastically. In the backseat are his publicist, some dude from his record company, and Rachael, his personal assistant (who also happens to be his cousin). Which leads to some Memphis country-talk about his grandmother's peach cobbler and the revelation that Justin Timberlake likes to bake.

Does Cameron cook?

"Like the Devil. It's the way to a man's heart, you know."

What does she cook?

Justin turns up the music. I clearly have gotten too personal.

When he pulls up to the Sony lot, all hell breaks loose. Justin would like you to believe he doesn't notice that out of all the celebrities walking the red carpet tonight, he's the one who gets the most screams, the most hysteria, the most overheated shoutouts from the most underdressed women.

Justin! Justin! Justin! It just goes on and on and on. A few of them are trying to throw themselves over a wall. For Justin Timberlake. Who isn't even up for an award. He's just here to present the award for Best Kiss.

Ahead of him on the red carpet is Superman, behind him Jessica Simpson. Jim Carrey, Jamie Foxx, Will Ferrell in his NASCAR outfit. But the crowd is stuck on Justin.

Access Hollywood jams a microphone in his face, with a pressing question: What does he think of the new Superman? "He looks, uh, super," says Justin.

He does what he has to with Extra and Entertainment Tonight. He talks to the southern chick from Jay Leno who commands his attention by shrieking "You're hot!" Someone wants to know where "his lady" is tonight. "I don't know," he says. "If you see her, let me know." A fan wants to know: Where's Cameron? "She's, uh, watching the kids," he replies. His publicist says that's enough, but a woman stuck in the pathetic "radio interviewers" section of the blue carpet is screaming Please! and Justin takes pity on her. "Just one question," she begs. Okay, says Justin, shoot. "What's the last thing you bought?"

Ah, Hollywood.

Later, he presents the award for Best Kiss--which of course goes to Jake Gyllenhaal and Heath Ledger. "The fellas," as he puts it. Makes an ad-lib crack on the air about getting a hand job backstage, which will be edited out of the broadcast. Then bolts thirty minutes into the show. ("Can we leave now?" he asked his publicist.)

On the ride home, he talks about his favorite TV show, Grey's Anatomy. He wants Dr. McDreamy to choose Meredith.

Um, isn't that a chick show?

"It is a chick show. Fuck yeah, it is."

He has a moment of road rage on Robertson Boulevard, then suggests losing everybody before he heads back to his castle in the Hills, where he lives with his two dogs, Buckley and Brennan. "I live alone," he says. "Well, Trace [his friend from home] has a room there, and Rachael lives in the guesthouse--"

He doesn't live with Cameron?

"Uh, noooo." A pause. "I have my own house. It's very important. Healthy." He laughs nervously. "Don't you need your own space?"

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