*Disclaimer - I do not own any of the members of 'N Sync (nor would I ever really want to..even with those hella awesome voices) they belong to their respective owners. I do, however, own all fictional characters such as Carli, Mike, Ashley, Devon and Rachel. Plagiarism, is as always, against the law.

Justin sighed and sat down tiredly on the hotel bed. The day had been a long one filled with interviews and photo shoots. Pretty much a normal day, but he hadn't slept well the night before. He didn't understand or explain his sleeplessness and had wondered about it most of the day. Justin shook his head, leaning back against the headboard as he flipped on the television.

"Hey Justin, we're ordering room service. What do you want?" Chris questioned from the doorway.

"Anything's fine." Justin mumbled distractedly.

"Hey guys, he wants liver and onions!" Chris yelled to everyone in the adjoining room.

"I did not." Justin laughed softly, shaking his head.

"If memory serves me correctly, you said 'anything's fine'. Liver and onions fall under anything." Chris countered, tapping his foot with a mock look of exasperation. Justin tossed a glare in his friend's general direction with a faint smile.

"Fine!" Chris exclaimed loudly, tossing his hands into the air as he walked into the adjoining room. Justin shook his head slightly with a rueful smile. Leave it to Chris to try and cheer him up. Though he hadn't mentioned anything about the restless night, somehow they guys all knew about it and were there to talk about anything that came to his mind. He went over the day in his mind as he mindlessly watched the show that had come on the television.

They had all gotten up around six that morning and had been ready and out the door by eight. First they hit a local radio station for the morning top ten countdown, which two of their songs had made it to, then they went to have their pictures taken for an official tour book for next year. After that, they had stopped for lunch at a small diner where they kept close to the darkened back, hoping they wouldn't be recognized. They had, so they spent an hour they really didn't have, signing autographs and talking with the fans that had spotted them. After lunch, they were able to grab some down time at the hotel before taking off to another interview two hours later. That interview had been for one of the teen magazines that wanted to feature them in their next issue, so it had taken a lot longer than the interview that morning. The worst part of that whole interview were the dozens of dull questions that had been asked a hundred times. Do you have a girlfriend? Where did you grow up? How's the tour going? Did you enjoy touring with Janet Jackson as brief as it was? How old are you? When's your birthday? Describe yourself for us. What do you look for in a girl?

Justin groaned thinking what he would give up for an interesting conversation with someone. That was one thing he missed the most. He liked to talk, and the guys were okay to talk to, but sometimes he wanted to talk with someone of the opposite sex. He shook his head as he climbed to his feet. He felt like a caged animal and he wanted to go out for a walk or something. Anything to get his mind off the day. Justin stopped short when he remembered the rule their tour manager had started reinforcing these past few weeks. 'When in the hotel, stay in the hotel. You are not to leave without the presence of a body guard.' The one thing he needed like another hole in the head, was a body guard following him on something that he needed to do alone.

Justin sighed, pacing the room with a vengeance. This was stupid, more than stupid, it was an uneventful, pitiful existence. Especially because he couldn't interact or get close to that many people. A sharp knock sounded at the door, startling the young man from his thoughts. He sighed and walked over to the door, pulling it open.

"Carli? What are you doing here?" he questioned with a raised eyebrow as one of the infamous body guards rushed down the hall toward them.

"Just came to talk. Mind calling off your thug? He followed me all the way up here." she snorted jerking a thumb toward the furious man now standing behind her.

"It's all right, Rob." Justin nodded to the other man as Carli walked inside.

"You know the rules, Justin." Rob countered folding his arms across his chest with disapproval in his eyes.

"Yeah, I know. No girls in the room. Explain Mike, Ashley and Devon then." Justin snorted with a laugh.

"That's different. You know that." Rob reminded.

"Yeah, I know that too. Girlfriends. Long time girlfriends. They would throw fits if they couldn't spend Q-time with them. I know. But Carli, here, is a friend of mine and I'd like to talk with her. Nothing's going to happen." Justin sighed, praying that Rob would let this one slide. He looked doubtful.

"I don't know, Justin." he shook his head.

"It's not like I'm going to do anything. I wouldn't want to ruin my crystal image." Justin laughed, giving the older man a pleading look.

"Oh, all right! But, I'll be checking in on you periodically. Just to make sure you're keeping up with your part of the bargain." Rob sighed, finally relenting.

"Yes, sir." Justin nodded with a mock salute then quickly shut the door. He then turned to Carli, who was now sitting on a chair in the corner.

"What's up?" he questioned walking over to sit on the bed closest to her.

"Nothing. I just wanted to see how you liked it here so far." Carli shrugged, not meeting his eyes as she shifted uncomfortably in the chair.

"Somehow, I don't believe you, but I'll take that as an answer for now. How's your sister?" Justin questioned, changing the subject for her benefit.

"She's excited about the concert tomorrow night. It's all she's been talking about since last night. How she met 'N Sync at the record store." Carli laughed, a smile making her stunningly beautiful.

"Speaking of the concert, I know I have those tickets somewhere around here." Justin mumbled searching the night stand drawers for the envelope he had stuffed them into. Carli looked on as he continued mumbling to himself about being forgetful. She climbed to her feet, noticing an envelope sticking out of the back pocket of his hugely oversized jeans. She pulled it out with a smile, then held out the envelope.

"This what you're looking for?" she inquired. Justin turned with a sigh.

"Yeah. Where'd you find it?" he replied making a face.

"You're back pocket." she laughed softly.

"It would figure. It's always in the place you never think to look." Justin shook his head with a smile. "Anyway, here's the tickets and backstage passes."

"Wait, we never agreed on backstage passes." Carli shook her head as Justin handed her the infamous envelope.

"I know, but the guys and I decided we wanted to throw Janelle a small party before the concert." Justin shrugged as he flopped down on one of the two beds. The door to the adjoining room opened and Chris entered holding a plate.

"Din, din. Come and get it." Chris called out as he entered the room and stopped short when he saw Carli. "Well. Hello again. Did Justin kidnap you or something?"

"No, I just stopped by to see what was going on, but since y'all are gonna eat, I'll leave now. Thanks for the tickets. You guys don't know what this means to Nell." Carli replied as she headed for the door.

"Lee, you don't have to leave. Why don't you join us for dinner?" Chris countered hastily somehow knowing that Justin didn't really want her to leave and would most likely get over his mood if she stayed.

"No, thanks. I should get back home before they start to worry about me." she shook her head, suddenly becoming nervous.

"Phones. Great inventions, really. You can use one to tell them where you are." Chris snorted teasingly.

"Oh, right." Carli slapped her forehead lightly. "How could I forget that wonderful invention? It's practically glued to my brother's ear for most of the night."

"Phone's on the table over there." Justin pointed to the table in the furthest corner. Carli sighed, then relented and walked over to it. It had been a long time since she'd been able to just hang out and have fun. She just hoped her brother wouldn't mind staying home tonight instead of hanging out with his friends. With wheedling and pleading, she finally got her brother to stay home so she could stay. She hung up the phone and turned to Chris and Justin with a smile.

"All right, what's for dinner?" she inquired rubbing her hands together.

"Well, Justin got liver and onions. The rest of us got either chicken or burgers." Chris answered with a devilish grin.

"Craving some iron?" Carli questioned with a raised eyebrow.

"You didn't actually get me liver and onions, did you?" Justin demanded, horrified.

"No, ya crack-head. You got chicken." Chris laughed shaking his head as he handed the plate to Justin, who heaved a sigh of relief. The three then headed into the other room.

"Hey Carli." Lance smiled from his seat on the floor next to Joe. Everyone else smiled their hello's being that all were stuffing their faces.

"Hey everyone." she smiled back as she took a seat on the floor, opposite of Justin.

"You know, Mike was supposed to be here over four hours ago. She said she had some stuff for us." JC sighed, glancing over at his watch.

"She probably just got stuck in traffic. What kind of stuff did she have for us?" Joe questioned.

"Some promotional stuff that we had to sign immediately. That woman works too damn hard. I'm half afraid she's gonna keel over with a heart attack." JC sighed again.

"Nah, she's as strong as an ox." Chris laughed with a shake of his head.

"Okay, stupid question. Who is Mike?" Carli inquired making a face.

"Officially? She works at our fan club in the merchandise area. She also does some odd things for us, like make us all sit down and sign CD covers and stuff like that." Lance shrugged as he grabbed a french fry off of JC's plate.

"Officially? What, is there an unofficially?" she laughed softly.

"Yeah." JC answered evasively as he climbed to his feet.

"Yeah? Okay, unofficially, who is she?" Carli questioned, suddenly intrigued by the way JC was avoiding her eyes.

"Well, I can't really talk about it." JC shrugged.

"Can't or won't?" she pressed with a knowing smile.

"All right, you really want to know?" JC smiled.

"I'm dying with curiosity over here. Can't you tell?" Carli retorted with a laugh.

"She's our witch. You see, she casts spells over all the teenagers in the world to make them love us and buy our records. But now that we've told you, you have to become one of us or die." JC answered as he grabbed a pillow from one of the mussed up beds.

"Your witch, huh?" Carli replied eyeing JC with trepidation as he walked toward her with a pillow in his hands.

"Yep, she's a witch all right." Justin laughed with a nod as he climbed to his feet to set his empty plate on the table with the others.

"Hey, watch what you say about her. She has ears everywhere, man." Chris cried out with shock glancing around at the walls. JC strolled over to Carli and wacked her upside the head with the pillow.

"Oh no you didn't. I know you didn't just hit me with that pillow." Carli shook her head as she jumped to her feet and rushed to grab a pillow of her own. Soon a pillow fight broke out between everyone in the room. Carli snuck up behind Justin, who was standing off to the side, ducking all the flying pillow as best he could. She reached back and hit him full force in the back of the head, which made the pillow explode. Thousands of feathers filled the air, causing everyone to laugh. Justin turned around, eyeing a laughing Carli.

"I'm so sorry, Justin. I didn't think the thing would explode like that." she choked out through her laughter.

"Uh huh." Justin nodded taking a menacing step toward her. He stopped suddenly and sneezed loudly.

"Bless you." Carli laughed taking a step backwards. Justin shook his head to clear the feathers from his face, then continued to step slowly toward her, a small smile playing across his face.

"Thank you." he stated drily. Joe stood with his back against the wall, arms folded over his chest, waiting to see what would happen while keeping an eye on the others who were still tossing and hitting each other with what pillows were left in the room.

A loud knock at the door caused everyone to freeze in their tracks and quiet instantly. JC sighed, pulling the door open. A staff member stood there with a bemused expression on his face.

"I hate to break up the party, but I've gotten several complaints about the noise. Could you please keep it down?" the gentleman inquired, eyeing the feathers resting on JC's shoulders and hair with resignation. He knew he would have to clean this mess up in the morning.

"Of course." JC replied instantly. "We're sorry about the inconvenience."

The staff member nodded as he turned to leave. JC shut the door as Carli erupted into hysterical giggles. She flopped down on the bed, holding her aching sides.

"Oh, God. I haven't had that much fun in years." she laughed, wiping the tears of laughter from her eyes. Justin raised an eyebrow at her. "Well, it's true." Carli shrugged, becoming serious all at once.

"Well, the hotel staff is going to love us when they see this." Chris sighed shaking his head when he took in the room. Feathers were everywhere and covered most of the furniture.

"Oh well. We could do our best to clean most of it before they come in tomorrow morning." Lance suggested with a shrug as he flopped down on the other bed. Carli glanced down at her watch and nearly had a coronary.

"Oh my God. It's nearly one a.m. I gotta get home." she exclaimed as she searched for her jacket on the floor. Leave it to her to totally forget the time and worry her brother on one of her rare nights out. Justin leaned over and picked up the item she had been searching for.

"Here." he stated holding the jacket out to her.

"Thanks." she replied softly, taking the article of clothing from him. "Damn, I need to call a cab."

"No you don't." Justin shook his head.

"What?" Carli glanced over at him from the night stand that held the phone.

"You don't need to call a cab. I can drive you home. It'll make it easier for us to find the house when we show up for dinner." Justin shrugged, to the dismay of the other men in the group. Joe glanced over at JC as if to say 'what is up with him'. JC shrugged shaking his head.

"No, that's quite all right. A cab will suffice nicely." she shook her head, not sure she wanted to be trapped in a car with this giant of a boy.

"Forget the cab. Justin's right. Besides, I could use a few minutes of fresh air." Chris smiled. Carli sighed, shoulder sagging visibly.

"Fine. But I need to go now. I can't wait. I'm already an hour later than I told my brother I would be." she stated heading for the door. Justin and Chris followed her down the hall to the elevators where they met up with one of their numerous body guards. The body guard silently followed the trio through the lobby and out into the cool night.

Carli peered over at Justin as he walked, hands stuffed deep into his jeans pockets, head bowed as he made his way across the parking lot. He wasn't that bad looking a guy. His bright blond hair nearly blinded her when she first met him, but now it looked almost good on him. His blue eyes had startled her more than once, and his height was perfect. The thing that shocked her most of all, though, was his down to earth attitude about life and everything around him. He didn't act like all those other stars that she had inadvertently met throughout her life. Justin acted real.

Carli shook her head to clear her thoughts. This was insane thinking, especially when he would be leaving in two or three days. She would never see him again after he left, so it would do her no good if she got attached. It would just end up breaking her heart. But I haven't laughed like that in so long....

Justin opened the van door for her and she climbed in, smiling her thanks to him. He climbed in after her as Chris took the driver's seat. The body guard took the passenger's seat up front. Carli leaned back in her seat and gazed out the window. She didn't really want this night to end. She was having way too much fun.

"You okay?" Justin questioned softly.

"Yeah. As much as I love home, I'm kinda sorry this had to end." she replied gesturing with her hand.

"You don't get to do anything like this that often, do you?" he inquired, shifting so he could face her.

"Hardly ever. Between taking care of my family and school and work, I rarely ever have any free time. When I do, I'm too tired to do anything other than sit and dream about what things were like before mom died. The kids at school are just too immature to understand what I'm going through, though some try. And no guy has wanted to ask me out because of all the baggage I carry. But such as life, I guess. I wouldn't give it up, not really." Carli shrugged, giving him a smile, a rarity in her life. He seemed to bring out the best in her.

"It must be rough sometimes." Justin commented.

"It is, but I'm sure you can imagine about rough lives. Traveling this much and rarely seeing your family has got to be one of the roughest things for a person to go through." she replied with a look of muted sympathy.

"Yeah. I miss watching my little brothers grow up, not to mention my mom." he nodded with a far away smile.

"What about your dad?" Carli inquired.

"They got divorced a while back. I still see him." Justin laughed with a shake of his head. Carli leaned forward and gave Chris some directions, then leaned back again.

"I can't imagine going through a divorce." she shook her head, folding her arms across her chest.

"It was hard, but they kept telling me it wasn't my fault, which made it a little easier." he shrugged gazing out the window. He never really talked about his parents' divorce, and it unsettled him that he was with this girl he had met only the day before.

"Sorry. Didn't mean to tread over difficult territory." Carli mumbled gazing out the window near her.

"No, it's okay." Justin shook his head with a whisper of a smile. Soon Carli leaned forward and told Chris how to get to the house, pointing to some house or other, explaining who lived there and what they did. Finally Chris pulled the van into the driveway of a medium sized white house with black shutters.

"Thanks for the ride." Carli smiled to Chris as she opened the door. She climbed out the turned to Justin. "See you tomorrow."

"Yeah. Sweet dreams Lee." Justin countered just before the door slammed shut. Chris waited in the driveway until she had made it inside the house then backed out of the driveway and drove back to the hotel.

Justin folded his arms across his chest and leaned back against the seat, his mind wandering. Carli was definitely an interesting person. One that would be hard to forget when he left. She had a quick wit and an infectious smile. Whenever she smiled at him, he found himself smiling back at her. He shook his head with a silent groan. What the hell is going on with you?

Carli stood in the hallway, waiting in front of the window to make sure the van pulled out safely. She sighed and watched until she couldn't see the vehicle anymore, then rested her forehead on the door, silently praying that her heart wouldn't break when he left.

"I sure hope you know what you're doing." Dan sighed from behind her.

"I hope so, too. I never thought I would get this attached so soon." she shook her head as she turned to face her older brother.

"That's easy. He makes it easier to smile. To laugh. To feel good. All things that you haven't allowed yourself in over three years." Dan replied draping his arm along her shoulders as the two walked to the dimmed livingroom.

"Maybe." she whispered as she took a seat on the couch.

"Maybe nothing. He does that for you, or you wouldn't be acting the way you are right now." he laughed softly.

"I don't know, Danny. Is this crazy? Falling for someone who will be leaving in a couple of days." Carli questioned with a sigh.

"I can't give you the answer to that, as much as I would love to have all the answers. I guess it would have to depend on what he thinks about you. If anything, there is the phone. You two can call each other." he shrugged, rubbing his face tiredly.

"Yeah, I guess. How was Nell tonight?" she questioned suddenly.

"She was good. She can't wait until tomorrow night. We had pizza and she just feel asleep a little while ago. She tried to stay up and ask you how 'N Sync was." Dan laughed ruefully.

"That little girl amazes me sometimes." Carli smiled.

"Well, you did a good job raising her." he shrugged.

"We did a good job raising her big brother." she countered with a playful punch. "Good night. I'm heading to my sanctuary."

"Night Lee." Dan replied softly.

The hotel was unbearably quiet when Justin and Chris returned. Lance had fallen asleep in his room and was probably the smartest of them all that night, but none of the others could sleep. JC and Joe still hadn't heard from Ashley and Mike, and Chris was just too wired to even think about closing his eyes yet. Justin had too much on his mind and knew right away that he wouldn't be able to sleep, so he didn't even bother trying yet.

"So, anyone want to play a video game?" Chris inquired, his eyes looking more bloodshot by the moment.

"Sure, I guess." Justin shrugged as JC leaned back in his bed, reading a magazine article.

"Where the hell are they? No traffic jam would take this long." Joe ground out worriedly as he jumped to his feet to pace the room.

"Maybe they stopped for the night. They could have gotten off to a late start or something." Justin replied picking up one of the control pads as Chris inserted NFL Extreme. He leaned back against the bed and tried to concentrate on the game as Joe continued to pace the room. The ring of someone's cellular phone sounded shrilly in the silence. JC looked up, knowing it wasn't his. Joe reached into his pocket and pulled out his phone and quickly answered it.

"Hello?"

"Hey sweetie."

"Ash, where the hell are you?"

"At a motel about two hours from you."

"Okay, why are you there?"

"Well, in all honesty, when Mike began seeing green dancing bears on the hood of her car we decided it was time to get some sleep. We've been running ourselves ragged and haven't gotten more than an hour of sleep a night for the past week."

"Green dancing bears on the hood?"

"That's what she said. I don't know. Maybe she was having an acid flashback."

"Mike never did acid."

"No kidding, Joe. I was being a smart ass."

"Right, well, I'm sorry. My brain isn't functioning at the moment. But I'm glad you're all right. We were worried."

"I'm touched. Listen dear, Mike wants to talk to JC really quick, so hand him the phone would you?"

"Sure, hold on a second."

"I love you, Joe."

"Love you, too, Ash." Joe smiled with a sigh of relief as he walked over to the bed where JC was lounging. He tossed the phone to him then flopped down on the other bed.

"Hello?"

"Hello?"

"Hello?"

Okay, stop, you're confusing me Josh."

"Sorry. So you've been doing acid?"

"No, just dancing green bear appeared on my hood. It was time to stop for some sleep. I'm sorry I couldn't make it tonight."

"It's alright. I would rather not see you and be safe then you driving and get hurt."

"I knew I loved you for a reason."

"Yeah? What's that?"

"It's physically impossible to move a strand of your hair."

"And that's why you love me?"

"Yup. No, I'm kidding. I love you cause you're always worried about me."

"Well, I love you because I always worry about you too."

"Um, yeah. You're trying to confuse me again."

"No I'm not. Why don't you get some sleep."

"I'm almost there. Actually, I was kinda hoping that we could talk for a few minutes. I miss you."

"I miss you too."

"I'll be at sound check tomorrow, though. We're not going to miss the concert either."

"Good. We'll have to grab a really late dinner somewhere."

"Sounds like a plan to me."

"Go to bed."

"Okay. I'll see you tomorrow."

"I know I will. Sweet dreams little bird."

"You, too Josh."

JC smiled hanging the phone up. "Do you feel better now Joe?"

"Much." Joe sighed tiredly as his eyes drifted closed. Joe was asleep within minutes. JC made himself comfortable and soon joined Joe in dreamland.

Justin sighed tossing his control pad onto the floor as Chris stood up to shut the lights off on his way out of the room. Justin slowly followed Chris to their room. Neither said anything as they got themselves ready for bed. Chris sat on his bed watching Justin rummage through his bag, looking for something to wear for the upcoming day.

"You all right Justin?" he questioned, sounding as tired as he felt.

"Yeah, I just don't know what to make of someone." Justin shrugged as he placed a pair of jeans and a Fubu t-shirt on the table next to his bed.

"Carli?" was Chris next inquiry.

"Yeah, I guess. I dunno." Justin sighed flipping the covers down. He then climbed into bed with another sigh.

"What are you thinking about, Justin? You know we're only going to be in town for another two days, three tops." Chris reminded gently.

"I know. You ever get the feeling that you might miss out on something really good, really special because of who you are and what you do?" Justin questioned, folding his arms behind his head, staring up at the ceiling.

"Sure, but we all chose to do this. We all knew that we would have to sacrifice a lot of things. If something was meant to be, it'll happen without pushing it." Chris answered leaning back against the headboard.

"I knew I would have to sacrifice a lot. I mean, I sacrificed most of my childhood to become a musician. I missed out on a regular high school life with all it held. I missed out on a lot of normal things, and most of the time, everything was worth it. But then, sometimes, I wish that I didn't agree to give all that away." Justin explained, trying to simplify what he was feeling so his friend could better understand what was going on in his head.

"There are days when we all feel that, J. You're not alone in that struggle. There are times when I could kill just to spend five minutes with Devon without being Chris from 'N Sync. But that's how we met. You just have to remember that having a relationship with the fame we have is hard. You have to be able to say that you aren't dating anyone seriously, which hurts the person you're with and makes life hell for you because you want to be able to tell everyone that you've met someone special. But the fans that we have like the fact that we're single, so we have to remain clean and untouched for their impressions. It's all a part of the grand scheme of teen pop music." Chris sighed, becoming philosophical because of the late hour and lack of sleep.

"That's very profound, Chris. Even for you." Justin snapped testily, causing his friend to let out a shirt burst of laughter.

"I'm not saying this to discourage you from finding out more about Carli, I'm saying it to make you think about all the repercussions of you dating anyone. I mean, you're the most popular of all of us. Sixty percent of all our fans are 'in love' with you. And because of their age, they don't really comprehend that you're human and have all the normal needs that any other teenage guy has. They think that you can't possibly act or feel like any other seventeen year old guy, because to them, you're not. To them, you are someone unattainable and perfect in your own right. They see you as a demigod. You're the N in 'N Sync, and that's all most of the fans really see." Chris shrugged closing his eyes.

"That's what makes this whole thing so hard, because Carli doesn't look at me as Justin from 'N Sync. I don't think she even chooses to listen to us." Justin laughed ruefully.

"Just be sure you know what you're doing. Don't rush into anything too fast and then find that it was all a huge mistake." Chris replied into the darkness. It was nearly three in the morning and his head was pounding.

"I don't think I'll ever know with her. All I do know is, I'd like to get to know her better." Justin sighed rolling over onto his side.

"You have her phone number, right?" Chris inquired, on the verge of sleep.

"Yeah." was Justin's sleepy reply.

"Then make it a point to call her once a week for the next few months, see what happens from there. If the two of you can talk, then there will most likely be no problems." Chris yawned.

"Good advice. You always have good advice." Justin mumbled into his pillow.

"It comes with being old." Chris snorted to a now sleeping Justin.

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