It's almost 2 a.m. on a cool, clear night in September. Justin Timberlake, lounging in jeans and a T-shirt, is glued to the TV screen inside his spacious Mexican-style home, which is perched on a sprawling 10 acres in the Hollywood Hills and surrounded by breathtaking views. Pharrell Williams of the Neptunes has just joined him to preview the video for "Like I Love You," the first single off Timberlake's solo outing. The clip debuts on MTV the next day, and Timberlake seems both anxious and excited. "This will be the fourth time I've seen it. Each time I catch something new," he says. There had already been some backlash on radio call-in shows around the country following his performance of the song at the MTV Video Music Awards a little over a week ago. Some said Timberlake, with his moonwalk, tipped-over fedora, and gloves, was too Usher-like, while others said it was painfully Michael Jackson-esque. "People are so ready to hate," says Timberlake, who shrugs off the harsh criticism.

    None of these negative opinions changes the fact that Timberlake's first solo album, Justified, may go down as one of the best R&B records in recent memory. "People will be able to look back at Justin's CD in years to come and say that it was definitely fresh, something that was needed at the time, says Williams. Indeed, the buzz is that Justified has the potential to have an impact similar to Mary J. Blige's classic What's the 411? or D'Angelo's groundbreaking Brown Sugar. Artists and record executives were all buzzing about Justified six months before its release. For his part, Timberlake, 22, is hopeful, but has reservations. "What I'm mostly scared about is that people won't get me," he says. "I'm really giving people a piece of me in my purest form as far as my music goes. When you do that, it's like giving your heart."

    Imagine the challenges faced by a teen pop group's front man who decides to do a 180 and sing hard-core R&B for his solo debut. After all, many fans and critics are only comfortable when they can neatly fit an artist into a specific box. Having rejected his assigned position, Timberlake is forced to prove himself to a somewhat skeptical urban audience, and his credibility is on the line. 'N Sync's "Gone" and "Girlfriend" (cowritten by Timberlake) from Celebrity were as R&B as songs come, and they quickly crossed over from pop to urban radio. The videos were even in heavy rotation on BET. Still, they were only subtle hints of the sound that would evolve into Justified. Historically, white boys have had to tread lightly in predominantly black musical art forms, and vice versa. However, if an artist innovatively puts it down, like an Eminem, talent ultimately prevails. "It's just a matter of knowledge and exposure," says Professor Nathan Davis, 65, who teaches ethnomusicology in the University of Pittsburgh's music department. "If someone grows up listening to certain music or around that environment, at that point, it's not the color."

    At least that's what Timberlake is counting on. He decided to record Justified when he realized the material he was writing was a clear departure from the bubblegum tunes for which 'N Sync was known. "The guys and me are a group," he says, "but when we're offstage, we're friends. It's good for everybody to take the time to sow their creative oats." His fellow 'N Sync members are already doing so: Joey Fatone recently performed in the Broadway musical Rent; JC Chasez is working on a solo album with producer Dallas Austin; Chris Kirkpatrick is developing television shows and working on an acting career; and, while continuing to raise the estimated $20 million needed to join the Russian space program, Lance Bass is busy producing movies. "I was me before 'N Sync became 'N Sync," says Timberlake. "I look at my project as an opportunity to show who I really am."

    In his heart, Justin's really a good ole boy. Born and raised near Memphis, Timberlake can't help but draw inspiration from his city's rich musical history. Besides being the birthplace of Aretha Franklin and Maurice White of Earth, Wind & Fire, and the home of Elvis Presley (whom Timberlake says his grandfather, a construction-company owner, knew), it's also one of the cradles of the blues, a place with deep roots in soul.

    "We listened to every kind of music in our house," says his mom, Lynn Harless, 42, who plays several instruments and still lives in Memphis. Timberlake was immersed in song from his infancy; his father, Randy Timberlake, 43, played in a bluegrass band when Justin was an infant. Harless recalls her son singing from the age of 2, harmonizing to tunes on the radio. "If you tried to sing with him, he'd get real mad, like, 'Don't sing my part!'" says Harless, laughing.

    Although Timberlake loved R&B growing up, he didn't perform it professionally until he became a regular on The Mickey Mouse Club. His vocal coach, Robin Wiley, who was a producer on the show, remembers how the then 12-year-old had to adjust. "He hadn't sung a ton of R&B-ish stuff, mostly country, and the show covered whatever was on the radio," Wiley says. At the time, the prepubescent Timberlake still had a very high voice. R&B usually calls for a lower register and a more nasal sound, but he adapted easily. "He had a lot of natural style and could sing anything you threw at him," Wiley says. "I remember thinking, Jeez, where did this kid come from?"

    But Timberlake, almost from the beginning, had a feel for the music. "Justin was always drawn to a more bluesy sound," his mother says. "He loved old R&B singers with a lot of texture to their voices who could riff." Timberlake's favorite vocalists growing up were Brian McKnight, Marvin Gaye, and Stevie Wonder, to whom Timberlake, along with Ja Rule, Musiq, India.Arie, and others, recently paid tribute on BET's Walk of Fame . He maintains a godly respect for his hero. When Wonder recorded the harmonica solo on "Something Like You" for 'N Sync's Celebrity, the last note he played continually sounded flat. "Justin and I kept debating who was going to say something," says Wiley, who coproduced the track with him. Finally, Timberlake hit the studio talk-back button and told Wonder. "Justin takes his finger off like he just touched a hot stove, with a panicked look on his face, and goes, 'I just told Stevie Wonder he's out of tune. I'm going straight to hell,'" Wiley says, laughing. (Of course, there was nothing wrong with Wonder's playing. His harmonica was off, so he had to switch instruments.)

    It's this kind of behavior that defines Timberlake's gracious character. His grandma (who, he says, makes the best peach cobbler in the world) wouldn't have it any other way. "I grew up in the country, so I guarantee that I'll go back there because it feels so good," says Timberlake.

    The humble hometown boy keeps a small inner circle, including his childhood friend, Trace Ayala, 22, who travels with him and serves as his reality checker. It was inevitable that the two became close: Their mothers were best buddies in high school. "He makes me feel like I'm on earth, he's unfazed by all the craziness," says Timberlake. "He's the person in my life that I can sit in a room with, not say anything, and it'll be cool."

    With not much time to just sit anywhere for too long these days, Timberlake says listening to good music keeps him sane. He loves absorbing the artistry of talents as diverse as Bonnie Raitt, Jay-Z, and Coldplay, and channels these influences into his own work. "Music should reflect what life is about. No more thinking about what a certain sound has to be. Like, 'Y'all are thugs so y'all gotta say this.' Or, 'Y'all are dance-music artists so y'all gotta make sure the beat sounds like this,'" he says. "That's why Eminem is so hot; he just writes whatever the hell he wants to say and just says it."

    Rewind to May 2002, when Timberlake first began working on his solo debut. He's grinding it out at Master Sound Recording Studios in Virginia Beach. Pharrell Williams scribbles down lyrics and shows them to Timberlake for input. A crazy track called "Rock Your Body" booms out of the speakers. It's the kind of record that makes folks put down their drinks and gallop to the dance floor. While Timberlake vocalizes in the booth to warm up his tenor, Williams looks like a mad scientist eager to finish his creation.

    "There's no need to overproduce music. If it's an apple, let it be an apple," says Williams to no one in particular. "We don't have to take a syringe and shoot some sugar into it."

    As Timberlake gives the signal that he's ready, they try out the first verse. He sings it effortlessly with minor direction. "Let's try it more breathy, and make sure you hit those notes," offers Williams. Timberlake stares at him intently, then meticulously repeats each intonation on every syllable. Once he's got it, Timberlake runs to the booth to knock it out. "I try not to spend too much time to make vocals perfect 'cause I want people to feel what I'm saying," Timberlake says later. "I don't like singers who sing so you can hear them sing. I appreciate the people who have something to say."

    By the time they begin work on the melody for the bridge, Timberlake and Williams are getting silly. They're standing side by side, stomping back and forth in a little two-step dance. The pair met for the first time in New York's Spa nightclub shortly before recording 'N Sync's "Girlfriend" and hit it off immediately, both personally and professionally. "Pharrell's someone I look up to musically, and he's my homeboy," Timberlake says. "That's a deadly combination for bringing out the artist in you."

    The Neptunes could easily have given Timberlake a "Girlfriend Part 2," and no one would have been mad. "I wanted to break the rules in terms of what people thought we were going to do for Justin," Williams says. So the producers decided to use Michael Jackson's Off the Wall as inspiration. In fact, they dusted off five songs they submitted for Jackson's HIStory Volume I and Invincible albums that were rejected. Williams rewrote parts of those songs with Timberlake and created new versions of "Señorita," "Let's Take a Ride," "Last Night," "Nothin' Else," and "Take It From Here."

    "Pharrell wants to change the world through music, and I've never met anyone who is so humble yet driven at the same time," Timberlake says. "There are things I've talked about with him that I haven't talked about with anyone else."

    It's safe to assume that some of those things include Timberlake's breakup with Britney Spears. "I feel I became so consumed with her that I didn't see some things that I should have seen," he says. "I don't feel like I'm saying too much by saying she knows why this happened. Britney's a fire sign, a Sagittarius, and they do things on a whim. I love her; we have a lot of history, and she's the closest anybody ever got to me." Using his heartbreak as inspiration for Justified made creating the album therapeutic. "I can't honestly say I've gotten used to it 'cause the nights are crazy. I've cried myself to sleep looking at the ceiling, missing what we had." But, Timberlake says he's still friends with Spears. And judging from the rumors linking Timberlake to the likes of Janet Jackson and Alyssa Milano, he's easing into the single life just fine.

    Just two months later, Timberlake is mixing down his album, putting in long hours with Williams at Windmark Recording in Virginia Beach. Out of the 20 songs Timberlake has recorded, he now must pick 13 cuts for the final track list. He seems a little more relaxed about the project now that it's almost complete. "When I approached producers for this album, I told them not to look at this as an opportunity to just give me something hot," Timberlake says. "I wanted something special, not just another song in their catalog."

    Judging by the material, he's got all the ingredients he needs for an R&B classic. Although there are many hot joints, the obvious contenders are the ones produced by the Neptunes and Timbaland. However, going with all of their tracks doesn't leave much space for other producers, some of whom (like P. Diddy) might get mad if they're left out. But if this album's a hit, the extra songs will be ready material for the next one.

    For the moment, Timberlake's chosen six cuts by the Neptunes, and he'll record one more with them. "Your album is very serious, brother," Williams says as they listen to one of the tracks they've mixed together. By this stage, I'm usually sick of the song, but that's not the case this time."

    Timberlake is feeling enthusiastic about what he hears. "Man, I feel like sonically, we're gonna push the urban and pop audience to really listen to what's going on," he says.

    The Timbaland-produced second single "Cry Me a River," dripping with emotional lyrics, is an obvious example. It's an epic hip-hop ballad that's sure to explode on both pop and urban radio. Timberlake cowrote the song's lyrics and melody: You must have me confused / With some other guy / Your bridges were burned / Now it's your turn to cry.

    "Writing is meditation for me, like an escape," he says. "Whenever inspiration hits me, I have to stop what I'm doing. But talent is given by a higher power. You have to understand that it comes through you, not from you. You're a passageway. I feel like somebody's sitting beside me telling me what to write." Timberlake always puts a spiritual spin on things, but it's never overbearing. And although he's serious about his work, he doesn't take himself too seriously.

    He's very much a rambunctious young guy. He loves to have fun, to play practical jokes. Since Timberlake's cell phone number is just one digit off from the delivery line of a leading pizza chain, people call him with orders all the time. "I'll go as far as saying they're in the computer once they give me their address," he says with a laugh. And if you're ever in a movie theater and get hit in the head with yellow and green Sour Patch Kids candies, don't be surprised if it's Timberlake. "I only like the red ones."

    Many superstars have a bit of knucklehead in them. A little goofiness always helps to balance out the frenzied demands of the music industry. "I've kept my two feet on the ground and like really simple things," says Timberlake. "I like to play golf [his handicap is 10], shoot ball, and drive my car really fast with the windows down. I like rolling out of bed, stretching, and taking a sip of coffee--it perks you up a little."

    Many people can identify with such simple pleasures, but whether they'll show such enthusiasm for Timberlake's music is another story. But Jeff Z, assistant program director/music director at New York's WKTU-FM, believes Timberlake is making a brilliant career move. "Kids today are interested in buying the Ashantis and Ja Rules," he says. "Christina Aguilera sold 330,000 copies of her R&B album in the first week."

    Timberlake's fears were finally put to rest when he saw that his album sold a whopping 440,000 copies right out of the gate. And he's hopeful that fans understand that the path he's chosen is a natural extension of his own inner growth. "Evolution as an artist is one thing," he says, "but evolution as a person is a whole other ball game." Ultimately, he's set out to achieve both. The listening public embraced Timberlake, the boy-band phenom. Now, they've made Timberlake, the full-grown soul man, a justifiable success.

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