You may or may not think that Timberlake should be ashamed of his years with 'NSync - he certainly doesn't play any of those megahits in his concerts nowadays - but he has no regrets, aside from some of his outfits and hairdos. "They were great times, better than great times - even though, in the beginning, I was being monetarily raped by a Svengali," he says, referring to the group's start with Backstreet Boys impresario Lou Pearlman. "We were just five really lucky bastards."

One of whom, Lance Bass, was gay. Shortly after Timberlake's European trip, Bass came out. "I'd be lying if I said we didn't all know," Timberlake tells me a few weeks later. "It was never weird, though, and it was never spoken about. I think it's more about his self-acceptance than anything. I'm happy for him. At the same time, Lance is his own person, and the question has been thrown my way plenty of times since he announced it. At the end of the day, I don't feel like I should be bothered about it. He's my friend, and I'll always support and protect him."

As for Timberlake's own love life, he's not talking, though he's happy to take a swipe at the paparazzi, who have relentlessly hounded him and Cameron Diaz since they began dating three years ago. "They're like chromosomes that just keep multiplying," he says. "Sick fucks. It's got to top the list of the world's creepiest professions." He claims to be at peace with the shutter rats now, but, he says, "I've run the gamut with how I feel about it. I had the confrontation, where I slapped a paparazzo, and that was bad. I had to go meet the district attorney, who slapped the back of my hand and said I shouldn't retaliate with violence. I was like, 'Of course, you're right.' We live in an interesting time where everybody and everything is completely accessible. And I love what I do, but I also love my life and my privacy."

In the weeks before I meet Timberlake, the gossip columns are fooling themselves with the idea that Timberlake is dumping Diaz before he launches FutureSex/LoveSounds. But they're very much a couple. The night before his Amsterdam show, Timberlake plays Paris' La Cigale theater, which is draped in velvet like a burlesque club. Diaz is on her feet in the front of the balcony, singing the words to every song, including new ones like Timberlake's pimp anthem "Sexy Ladies," "My Love" and a ballad called "Until the End of Time."

After the show, in the lobby of the posh Le Faubourg Sofitel - around the corner from Yves St. Laurent, where Timberlake happily blew more than $13,000 that afternoon - Diaz rests her hand atop Timberlake's left pants pocket. Together they contemplate a late-night order from McDonald's - a cheeseburger for her, a fried apple pie for him - and with JT's mom they chat with manager Johnny Wright, who informs Timberlake that "SexyBack" was played more than 85,000 times on his MySpace page on the day of its debut. Harless and Diaz laugh about the girl in the front row wearing the I HAD JUSTIN THREE TIMES T-shirt. They hatch a plan to design two shirts for Timberlake's upcoming London show reading I HAD JUSTIN FIRST and I HAD JUSTIN LAST.

Last November, Timberlake entered the brand-new Virginia Beach, Virginia, studio of hip-hop producer Timbaland, who had produced four tracks on Justified, the 2002 solo debut that buried Timberlake's image as a pansy boy-bander. Justified was musically assured and surprisingly sexual, opening with the live-in-the-studio Latin funk of the Neptunes-produced "Senorita," with its leering tag, "Gentlemen, good night/Ladies, good morning." Another Neptunes track, "Rock Your Body," became a hipster guilty pleasure (a chorus that referred to sharing a joint - "The air is thick, it's smelling right/So you blast to the left and you sail to the right" - helped as well), but it was the Timbaland track "Cry Me a River" (along with a video that made it clear it was his kiss-off to Britney Spears) that sparked sales topping out at 4 million.

Timberlake had been working at fame from age eleven, when he lost on Star Search in 1992. By the time he was twenty - when 'NSync's No Strings Attached sold 2.4 million copies its first week out, likely to stand as an all-time record - he had it pretty well covered. Then came a quest to make credible music, music that mattered to him. That took another three years, but the credibility issue was under control by August 2003, when Drew Barrymore and her boyfriend, Strokes drummer Fabrizio Moretti, turned up for one of Timberlake's club shows - word-of-mouth gigs that followed arena concerts and featured Timberlake on keyboard guiding his crack band through funk and soul jams.

Timberlake was better than twelve years into a career that had gotten him paid and laid. He was also twenty-three and at a crossroads. "I was burnt," he says. "My dad was like, 'You should enjoy your life - one day you're gonna be my age and you'll want to do things that you should have done when you had the body to do them.' I was like, 'Damn, you're right!' " He spent twenty-four months just watching the wheels go 'round. (By the way, John Lennon is his favorite songwriter, Donny Hathaway his vocal idol.) "When I took two years off, I was like, 'Oh, shit! This is what the world looks like at a regular pace,' " he says. "That was amazing for me. Just the little things, like sitting home on the weekend or making a Sunday tee time. Play golf, then come back home, have a beer and call it a day."

At his local clubs, Sherwood in L.A. and Spring Creek in Tennessee, Timberlake worked his way down to a two handicap, and he indulged in his other athletic passions, barreling down mountains on his snowboard and surfing in Hawaii. Usually, Diaz was at his side.

But work came knocking. Timberlake took another star turn, as the host and musical guest on Saturday Night Live in October 2003. He displayed serious acting chops in sendups of Ashton Kutcher and Jessica Simpson (in drag), as well as a memorable turn as an omelet pitchman ("I dressed up in yellow tights like a fucking omelet," he says of his commitment to his craft). The killer was Timberlake teaming with Jimmy Fallon on The Barry Gibb Talk Show. "He has great comic timing," says Fallon. "We were all impressed. We were about to go live - we had our backs to the audience - and Justin said to me, 'Remember the harmony on that one part. Seriously! Remember it.' I'll never forget that - I was nervous I wouldn't nail it. I felt like Joey Fatone - I mean, I was getting Fatone pressure."

After the show, Timberlake was inundated with acting offers. "SNL was like a playground," he says. "And the reason I got into film is because I needed something inspiring, but more intimate, that I didn't have to do in front of 18,000 people every night." During his "downtime," Timberlake tackled four films: Edison Force, which headed straight for the video rack, and three movies out next year - Black Snake Moan, Southland Tales and Alpha Dog, where Timberlake stars alongside Bruce Willis and Lukas Haas in the complex role of Frankie Ballenbacher, a murderous, weed-slinging gangbanger with a soft side. "Justin's got such an easy way of moving," says Alpha Dog director Nick Cassavetes, "much like a young Travolta in Saturday Night Fever." And regarding his future on the big screen? "The kid's got a rocket ship tied to his ass," says Cassavetes. "One day, I hope to be his assistant."

A year ago, Timberlake got the urge to record again. "I knew that I needed something new," he says. "I wanted to take more of a chance - experiment." He was also spurred on by the sad state of pop radio. "I said to myself, 'I don't want anything I do to sound like that.' I just didn't think it was that good."

No sooner had he gotten back into a musical mind-set than the big shots at his record label, Jive, were up his ass for new tunes. "When I started messin' around on this album, Barry Weiss [president of Jive Records] said to me, 'When's it gonna be done?' " says Timberlake. "I said, 'I don't know, it could take a year.' " Work on FS/LS started in December 2005. Timberlake moved at a leisurely pace: a few weeks in the studio, a few weeks off. (He likes to joke that he suffers from ADD, hence the cushy schedule.) He did a stint writing with his friend Matt Morris, whom he first met when they were both on The New Mickey Mouse Club in 1993. And he produced a track with Will.i.am of the Black Eyed Peas. (Timberlake sang the hook on the Peas' breakthrough hit, "Where Is the Love?") Then Timberlake turned to Timbaland.

"I asked him if he could do five or six more 'Cry Me a Rivers,' " he says. "Tim is the kind of producer who doesn't back down from that kind of challenge." On a cold day in November, JT arrived in Virginia Beach. That night, with no lyrics, melody or plan, Timberlake, Timbaland and the producer's protege Nate "Danja" Hills created a classic called "What Goes Around."

The song started with Hills' keyboards and Timbaland's relatively straightforward drum pattern, which were layered with a recurring sitar figure, sublime strings and hooks that pile atop one another only to cascade into the chorus. Timberlake never writes down his lyrics, so he attacked verses, bridges and choruses in the vocal booth when inspiration struck. "Everybody knows he's talented, but this dude wrote that whole album without touching a pen or paper," Hills says. "I'm like, 'What type of shit is this?' I've heard stories about Jay-Z or Biggie doing that, but I've never heard of a singer doing that. I think it's some sort of superpower."

With lyrics like "I was ready to give you my name/Thought it was me and you, baby/And now it's all just a shame," "What Goes Around" seems like the sequel to "Cry Me a River," a final toss of dirt on the grave of his ten-year relationship with Britney. But Timberlake says that unlike on Justified, the lyrics on FutureSex/LoveSounds "are not autobiographical in any way - ["What Goes Around"] was written about somebody else." By which he means he drew on a friend's experience. "But I'd be lying if I said I didn't have the personal experience to, you know, relay the message," he admits.

The music Timberlake gravitates toward these days - the only place he sees "real songwriting" and forward movement - is rock & roll. (The drony guitar interlude that follows the song "LoveStoned" was inspired by Interpol.) "Everything else has a gimmick," he says. "These days, the names are bigger than the songs - people want to see pictures, videos, cameos, collaborations, fame association. . . . It's like some ubercool party that you can't get into." He thinks for a second. "Now, I know my name is on that guest list, but that's not what inspires me. There are a resurgence of bands that just want to be who they are. I love the fucking Strokes - 'You Only Live Once,' I couldn't get that fucking guitar riff out of my head for three months - the Killers, Arcade Fire, Radiohead. And you gotta give it up for Coldplay. Those are the bands that I'm into."

FutureSex/LoveSounds resembles vintage Prince much more than the Killers or Arcade Fire, but for "SexyBack," Timberlake was going for a David Bowie vibe. "I said, 'Let's take a stab at Bowie or David Byrne and see what we come up with,' " he says. "There's no doubt that it's a club record," he adds, "but there's a rock sensibility about it. It reminds me of 'Rebel Rebel.' " He also likens writing with Timbaland and Hills to a garage-band-trio mentality - essentially a drummer (Timbaland), a hook man (Hills) and a singer.

He has said more than once that his goal with FS/LS was "to capture moments" with a vivid, raw, off-the-cuff sound. "I don't really think I'm bringing sexy back," he says. "But when a twenty-eight-year-old male or female is standing in a club in New York City at 2:30 in the morning and that fuckin' song comes on, I want them to feel like they are. That's what music should do. When I was a kid and I heard 'I Wanna Hold Your Hand,' I wanted to find someone's hand to hold. When I listen to 'Hotel California,' I feel like I'm on coke. Sort of."

In the course of just three weeks, more genre-bending tracks piled up in Virginia Beach - "Sexy Ladies," "My Love" (a rock-techno ballad that took two hours to imagine and execute) and "SexyBack" - and the T word began flying around the studio. "We were buggin' out, like, 'Are we creating the next Thriller?' " says Hills. "It was so crazy how we was coming up with these songs back to back to back." Timbaland agrees it's a blockbuster, calling FS/LS Thriller 2006. The day after his show in Paris, we board a private jet to Amsterdam. The back cabin lounge is filled with the women who travel with Timberlake: two stylists and an assistant. They sing Eighties hits a cappella, and occasionally Timberlake shoots them a look of mock agony. Anticipating the debauchery that lies ahead of us later in the evening, Timberlake tells me that he was stoned during the Justified sessions but has since quit smoking weed and didn't hit the pipe during the recording of FutureSex/LoveSounds.

After Timberlake slays the club crowd in Amsterdam, he poses for photos with label reps. Once finished, he hovers near a group of his friends, including his choreographer Marty Kedulka, but stands unassumingly to the side. He is the only one of them without a beer in his hand, and he doesn't appear celebratory at all after his great gig. For five long minutes he just quietly surveys his entourage with a steely gaze. Suddenly, he cracks a joke and settles into the group again.

With no shows booked for the next couple of days, Timberlake cuts loose. We hop into a black Range Rover and pull out of the venue, through a sea of fans, across moonlit canals and past the paparazzi who have somehow been tipped off about our destination, a hip-hop club in the center of town. The split second Timberlake steps inside the club, the DJ announces his arrival. We're ushered into an upstairs VIP area that's littered with champagne. As the others trickle in, Kedulka and I whip out pre-rolled joints from an Amsterdam coffee shop. "I can't believe I forgot how much fun this is," Timberlake says before taking another drag from a joint mixed with exotic White Widow, AK-47 and Kali buds.

The DJ spins "Another Part of Me," a Michael Jackson deep cut that was part of Disney's collaboration with Jacko, the bygone 3-D extravaganza Captain EO. Timberlake tells me that while working as a Mouseketeer in Florida, he caught the Captain EO show more than twenty times. For years JT has been unabashed about his love for MJ - do you remember his debut solo performance, at the 2002 MTV VMAs, when he performed "Like I Love You" while dressed like the King of Pop? Even on FS/LS - as if he hasn't heard us all snickering about his devotion to MJ - Timberlake name-drops him on "Chop Me Up," scatting the line "Like Michael Jackson, how you do me this way?" "I wear my heroes on my sleeve," he says.

After a fresh joint and a bizarre, stoned dance exercise between Kedulka and Timberlake - where Kedulka unleashes a move and Timberlake either nods approval or ups the ante with a spasm of his own - we're ready to split back to the hotel. In Timberlake's penthouse suite, the three of us reconvene to embark on the six-inch journey to the bottom of a honey-flavored blunt. Before he says good night, though, we sit on his couch, where he plays me a rough mix of his album closer, the Rick Rubin-produced tribute to Donny Hathaway, "(Another Song) All Over Again." It's a stunning ballad, simple and soulful. In Rubin, Timberlake says he found a mentor, and, when the time comes, a producer for his follow-up to FutureSex.

That would be the last time I'd see Timberlake in Europe. I was still wondering what was going through his mind that night in Amsterdam, after his gig - when he stood with us by the canal with that unwavering, ambiguous expression - as we met up a few weeks later at Encore Studios in Los Angeles. He answers before I even have a chance to ask. Turns out he was tired of hanging with girls in his crew and was just waiting for boys' night out to start. "Yo, with all those freakin' females around, they drive me insane," he says. "Insane! When we were standing by the canal, and then me, you and Marty hopped into the Range Rover, I was like, 'Thank you, God.' "

At Encore, JT is road-testing the recently mastered tracks from FS/LS, literally - he's listening to them in the parking lot, in his A&R man's Corvette. He's also there working on an upcoming track for rapper Talib Kweli. He makes a point of telling me, in front of various engineers, programmers and friends, that he's off the pipe again (prompting one of them to say, "C'mon, Justin - you brought sexy back, why don't ya bring the chronic back too?"). When he gets to work, he runs around the studio like a madman, layering clavinet figures, live drums, synth percussion and other assorted flairs onto the track. As with FutureSex/LoveSounds, his working process is distinctly improvisational, and distinctly impressive. His former bandmate JC Chasez - for whom Timberlake is also currently producing tracks - calls him the "golden child." "The kid has stepped out," says Chasez, who's five years older. "He's grown by leaps and bounds. He's a Jedi." In fact, when he's in the studio, collaborators refer to him as "Annie," as in Anakin Skywalker.

Timberlake has endured the high highs and painful lows of the music business. "I've had bottles thrown at me - glass bottles full of piss," he says. "And I've had girls run onstage and try to tear my clothes off." So where do you go from there? "Ten years from now," he says, "I don't want to be jumping around onstage. I've been in this business for fifteen years - which is kinda creepy - and I'm interested in other things." Among them, he and his best friend, Trace Ayala, oversee their fledgling clothing line, William Rast (the name is from JT's grandfather's first name and Ayala's grandfather's last name), and Timberlake is in the process of reviving Memphis' own Stax label - his first signing was his pal Matt Morris.

Timberlake says that with success and a happy personal life, he's mellowed out in the last few years. He brings up French soccer star Zinedine Zidane, whom he was rooting for during the World Cup this year. "When he head-butted the guy in the chest, I was perplexed," he says. "The guy is a rock star, close to winning the World Cup, and then he does that and we all hate him. I'm always genuinely nice to people, but there have been times when I've gotten so invested in my seclusion that I've pushed people away. But I've realized that the way I act has an effect on people I meet."

He's also conscious of the commitment it takes these days to see an album all the way through. "To do it the right way is to commit to more than two years of my life. I admire the Stones, but I don't think I'd be cut out for a career like that." Recently, Timberlake had a conversation with Jay-Z about all this. "I said to him, 'Haven't you made, like, twelve albums?' I'll be lucky if I get to six." Timberlake imagines growing old, splitting time between L.A., Tennessee and perhaps a place in Italy or Spain. "Just float around - not too shabby, right?" he says. "The dream is to be able to have a schedule like I've had in the last five years, to put out a record and tour, then take a little break, maybe do some films. But I don't want to work this hard forever."

Leading up to the release of FutureSex/LoveSounds, Timberlake says that his dreams have often been nightmares. "Before I go to sleep every night, I'm scared shitless," he says. "And right when I wake up in the morning, I'm scared shitless." He's got a lot on his plate: He's committed himself to bringing the sexy back for all of us, he's got all the friends and family he can handle, and he's got a brand-new image to sell to the world. Like his mom told me - in the middle of a live performance of "What Goes Around" - "Fuck this pop-star shit. I can die a happy woman now. My baby's a rock star!"