An overcast fell over the city of Los Angeles. People walked down the sidewalks of Sunset Blvd. with an umbrella tucked under their arm. The air was humid, and hot. No such luck as a breeze blowing in from the pacific.

Justin watched a bus pull up to the bus stop outside the window. The doors opened and the people who had been waiting for it began to board. He gave a light sigh and then stirred his straw around in the drink he was drinking. Cherry Limeade.

Drumming his fingers on the wooden table, he couldn't help but let his eyes wander to the clock that sat on the wall of the coffee shop he was at. 4:37. A whole 7 minutes late.

As that thought entered his mind the sound of a bell rang through the shop, and in walked a figure clad in tight jeans and a black hoodie.

A black hoodie? In the middle of summer? Crazy fuck.

"You're late." Justin stated as he began to get up to welcome the person who had just come in.

"Traffic is a bitch." He simply replied and gave Justin a pat on the shoulder instead of a proper hand shake. Without another word he took a seat and motioned for Justin to do the same.

"I'm amazed you're taking this into your own hands instead of me sitting here with your publicist or something." The hooded figure stated.

Justin gave a shrug. "If you want things handled the right way you gotta do em yourself."

"Exactly. So this is for real going to happen? No set backs or anything right?"

Justin thought for a second and then shook his head no. "Nope no set backs. I'm willin' to help you out. I mean these guys of yours are already pretty popular."

"I know. I think this will give them an extra boost, and you one too."

Justin let out an amused laugh and rubbed his chin. The smile still on his face as he spoke. "I thought you wern't about the fame Wentz?"

Pete gave him an eye roll. "Fuck the fame, I just want to get these guys heard, and you need an opening act."

"Are they money hungry yet?" Justin asked with a devious grin. "Are they enjoying all the fucks and free shit?"

"I'm sure they are, but on a more serious note, these guys are young."

Justin nodded. "Believe me, I can relate."

"I know, maybe you can help them not get such big heads." Pete smiled.

Justin shrugged. "I'll do my best. I'm not their keeper though, don't expect me to babysit."

"I would never."

"So it's settled then. I'll see you on the 15th?" Justin questioned.

"You got it. We'll see you in santa monica bright and early at 3am."

"Alright then."

Pete gave a stretch and then stood up. "You wont be disapointed."

"I better not be." Justin warned.

"They're good kids. Well time for me to get out of here." Pete mentioned as he shoved his hands into the pockets of his hoodie.

'Me too..." Justin responded.

"Boo and yah my brotha. See you on the 15th." Pete waved as he headed for the door.

"Bye." Justin gave him a simple wave and then rose up from the chair himself. He put his sunglasses on, even though there was an over cast and casually walked out the door and onto the sidewalk.

He stepped out of the Mc Donalds restaraunt. Dark blue 514 slim fit Levi's stuck to him in all the right places. His studded belt couldn't fit him any better than the green Academy Is...shirt he was wearing. Black rimmed glasses and teased messy hair were what made him stand out to the few people that knew him.

Walking through the parking lot his eyes scanned over it to see where he'd parked his friends car. Licking his lips once he finally spotted it and pulled the keys out of his pocket carefully so not to drop the three bags of food he was carrying.

"Fuck.." He exclaimed as he felt one of the bags slipping. In his other hand he held a large Dr. Pepper, making it a bit complicated as he juggled everything. His attention fell to the car and he quickly hurried over to it as the bag continued to slip. Once he reached the car he was about to let out a sigh of relief, that is until he heard it hit the street. Making a not so amused face he then pulled open the drivers side door and set the other bags onto the passanger seat. Looking down at the bag that was now bellow him he simply gave a shrug and picked it back up, setting it next to the other two bags. "Oh well, that was Ryan's anyways." He smiled then got in himself, closing the door behind him.

His hand fell into his pocket and he pulled out his Sidekick, dialed a number and then setting his drink between his legs as he backed out of the parking spot. "Hello? No I'm on my way to your house." He spoke into the phone, one hand on the steeringwheel as he watched traffic zoom past him.

"Traffic is a bitch." He exlaimed to the person on the other line. "Well I don't know I ordered a bunch of shit off the doller menu. My card got declined the other day." He let out a laugh. When a clearing opened he took it and sped out of the Mc Donalds parking lot, feeling his drink begin to tilt as he did he quickly struggled to keep it from tipping over. "Fuck.." His hand released the steering wheel to catch it, causing the car to swerve as he grabbed the wheel again just in time before going into the other lane. "What? No I'm having problems this stupid thing between my legs." The person on the other end let out a loud laugh, and Brendon smiled in amusement. "Sick fuck. I was talking about my soda. Anyway I'm going on the free way right now." He stopped at a stop light and turned his blinker on as he got into the turning lane. "No it's just complicated driving with one hand." His fingers drummed on the steeringwheel as he tapped them to a song that was playing in his head. It gave him the itch to turn on the stereo. "Okay bye." With that he hung up the phone and turned the stereo on. He made a face when a local hip hop station came on. "Gay." He stated then looked up at the sun visor where a few CD's were tucked away at. He pulled out the small stack and thumbed through them till he found something decent and popped it in. A satisfied expression read over his face as he turned onto the freeway, fumbling with his drink the entire time.

----

"Pete, why Justin Timberlake?" Ryan questioned as he sat on the small piano bench infront of Brendon's keyboard.

Pete smiled at him from the couch and gave a shrug. "Because he's Justin Timberlake."

"Yeah but he's like King of Pop, high and mighty and we are like...the ants he crushes with his big ass toyota fords or whatever."

"Toyota Fords?" Pete laughed. "Try like Escalade 40 inch rims that spin."

Ryan gave an eye roll. "Whatever same thing." He spun around so he was now facing the piano. His fingers fell onto it as he began playing a tune he came up with a few days ago.

"I think this whole tour will be gay." Jon mummbled as he stepped out from the kitchen. donut in hand.

 Pete looked up at him.

"Who would you rather tour with? Justin Timberlake or Madonna?"

"Madonna." Ryan and Jon answered in usion.

Pete shook his head. "Get out of my house then you bitches." He pulled his hoodie down over his eyes.

"You call this a house?" Jon laughed. "Try appartment fag."

Pete flipped him off then stood up. "Just give it a chance. This tour will help you dudes out. I'm just trying to give you the chance i worked my ass off for."

Ryan rolled his eyes again and stopped playing. "Fuck not the sob story again."

Pete glared at him and then took the donut out of Jons hand and tossed it over his shoulder, not really caring where it landed.

"Ow!" Brendon exclaimed as he walked into the appartment. "What the fuck? This is how you greet me? You throw fatty deep fried foods at my face?"

Pete smiled then turned around and faced him. "Did you fix that problem you were having between your legs?" He questioned.

Brendon's smile widened as he carelessly tossed the bags of food onto the couch. "Yeah I did, it was cold and making certin area's numb down there."

"Pete says we have to meet Timberflake at 3 am tomorrow." Jon announced.

Brendon made a face as he set his drink down onto the coffee table. "Will we even get to meet him? Or will it be like one of those scenario's where we work with him but never meet him. So when we do interview's people will ask 'is justin cool?' and then we will all look at eachother with blank expressions until finally one of us will say 'oh yeah he is the best'." He made a thumbs up sign at the end of his sentance. "Super Duper."

Ryan let out a laugh as he got up from the bench and grabbed a bag of food.

Pete gave Brendon a playful punch to the shoulder. "No dumbass. It will be more like he will greet you but he will be just a voice.."

"Like the wizard in wizard of OZ." Jon added.

"Exactly!" Pete exclaimed. "It'll be like...Panic! I am the great and powerful all mighty Justin Timberlake. Go get me the dance moves from the wicked witch of the west...Britney Spears."

They all let out a laugh.

"I have to finish packing." Brendon announced. "I only got half my shit together."

Pete picked up a bag of food as well and pulled out a double cheese burger. "Yeah you fuckers have all your shit all over my appartment."

Brendon flipped him off then disapeared down the hall into the spare bedroom Pete had provided he, Ryan and Jon with. Spencer was staying at a friend's house while the band stayed in LA with Pete to work on some new material for the next album.

"Just remember..." Pete went on to Ryan and John as he took his seat on the couch again. "It's a brand new experience. And new experience's are what make things intresting I guess."

"We know we know." Ryan stated as he shoved some fries into his mouth.

---

Brendon continued to shove random articles of clothing into a very large black suitcase. He sat on the floor on his knees, looking around the room. The stereo boomed loudly, filling the room with the sound of drums, fast guitars, and lyrics that made perfect sense. "Where the fuck is my toothbrush?" He scratched his head then got up off the floor and walked into the bathroom. He tore it appart as he looked through drawers and in the medicine cabinet. " Her bone structure screams touch her touch her..." He sang as he continued to browse. "There you are!" He exclaimed as he pulled his tooth brush out from behind a bottle of asprin.

He walked out of the bathroom and tossed it into one of the side compartments of his suitcase. "What else what else..."

The sound of the door being opened didn't faze him. The music was far too loud for him to notice.

Pete stood in the doorway.

"I want someone provacative and talkative but it's so hard when you're shallow as a shower and from what I've heard with skin you'll win." Brendon continued to sing as he tossed more articles into his suitcase.
Pete stepped over the piles of clothes and made his way over to the stereo, turning the volume down.

"Her bone stucture screams touch her touch her..." Brendon trailed off when he realized he was the only one singing. Looking over his shoulder he spotted Pete, who had a wide smile on his face.

"I was listening to that douche." Brendon announced.

Pete sat down on the edge of the bed. "So keep singing it don't let me stop you."

"No..." Brendon answered, as he turned his back to him again and threw another pair of pants into the suitcase.

Pete's smile only grew. "Come on serenade me."

Brendon turned around and sat ontop of his suitcase as he attempted to zip it. "You're weirding me out."

"Brendon, you are the most talented 19 year old I have ever known and you just don't even care about being talented. Do you even know that you can sing?" Pete asked.

Brendon didn't look at him. Suddenly the dark blue carpet became intresting.

"You don't even realize what all this is do you?" Pete continued to look at him.

Finally Brendon looked up and gave him a shrug. "I don't care. I just like music."

"So do I. But sometimes it's like music takes you really really far."

He gave him an eye roll. "I could care less about all that shit ok? I don't even think I sing very well...to be honest I thought I was just going to play the piano but Ryan needed a singer and he knew I could kind of sing cause of church choir.." Brendon made a face.

"Kind of sing? What are you tone deaf?"

"Pete shut up. I really don't care." He felt his cheeks begin to get hot.

Pete shrugged then got up off the bed. "Hit the hay we leave in 5 hours."

Brendon nodded but stayed put ontop of his suitcase.

Pete gave him a pat on the shoulder and then walked out of the room.

Brendon looked up when he heard the door shut. He then let out a releaved sigh, got up off the suitcase and tossed himself onto the bed, not even bothering to get under the covers or take off the clothes he was wearing.

He laid in the silence for a moment and then took off his glasses and set them on the nightstand before turning over on his side and closing his eyes.

"Justin are we going to Suite 16 when we get to New York?" Trace asked eagerly as he held a thick schedule book in his hand. A trucker hat sat upon his head and loose fitting clothing covered the rest of his body.

Justin stood off to the side next to his friend. His arms were crossed over his chest. On his feet he wore a pair of bright white Lacrose sneakers, a black polo shirt, and a pair of jeans designed by himself, with the logo William Rast on them. "Of course we are." He answered.

The two watched as a crew of people began loading up his bus with all of his belongings that he would be taking with him on tour.

"Why are we leaving so early?" Trace complained. "This is bullshit justin we could be sleeping and having these people do this by themselves."

"I want to meet this band I'm going on tour with." Justin responded.

Trace laughed. "Are you serious? They're just a bunch of kids."

Justin side smiled. "I used to know what it was like to just be 'a bunch of kids.'" He remaked. "I want to see how bad they want this. If they even want it at all."

Trace shook his head. "Who cares, they're nobody's."

"True, but still, Pete promised me the best."

The sight of a black Jetta pulling into the lot struck Justin's attention. "I think that's them.." He nudged Trace. Trace looked over at the Jetta and laughed.

"Oh shit a Jetta watch out."

Justin smiled widely.

---

"Shit is that him?" Jon asked Pete.

Pete nodded. "Well I guess he wont be just a voice." He laughed.

"Ryan wake up..." Brendon slapped his friends cheek a few times.

Ryan let out a yawn and stretched. "Are we here?"

"Mmm hmm." Brendon nodded as he pulled his head phones out of his ears and slipped them into his pocket with his ipod.

"Look at the size of his bus." Spencer pointed out.

"I think the first thing we should do is have a dance off." Brendon smiled.

"Are you kidding? He will crush you." Jon laughed."It'll be like Mortal Combat...FINISH HIM!! PSSsSHH!"

"Dude! you spit on me." Pete glared.

"Nothing like a Jon Walker shower." Brendon sighed dreamily.

Pete pulled up to where the two buses were and parked the car. "Alright get out get your shit and start putting it in the bus." He ordered.

"Aye aye captain Wentz." Brendon saluted him and then opened the back door and got out.

Pete popped the trunk and they began unloading their suitcases.

"I'll be right back." Pete announced as he made his way over to Justin.

A wide smile was on his face.

"So we meet again Timberlake." Pete smiled and crossed his arms in the same fashion that Justin's were crossed.

"It appears that way." Justin answered as he looked over Pete's shoulder and watched the band unload their own things.

"They don't have to do that." Justin stated.

Pete looked back over at Panic! and then back at Justin. "Sure they do. It'll help them build muscle." He replied in a joking manor. "No but seriously it's okay we don't mind."

Justin nodded. "Which one is your singer?" He questioned in a curious tone.

"Guess." Pete challanged. "Guess and go over and say hi to him."

Justin's eyes widened a bit at the way Pete had said that. He then thought it over for a second and rubbed his chin before nodding. "Okay. I can do that."

"Yeah?" Pete questioned.

"Yeah. Be right back." Justin smiled and began making his way over to them.

---

"What the fuck did you put in here?" Brendon questioned to Ryan.

"Becareful with that! I have the chords to my guitar in there and one of them is already fucked up."

"So get a new one." Brendon rolled his eyes and dragged the bag over to the bus.

"Brendon...you're fucking keyboard is stuck." Jon announced.

"Stuck?" He dropped the suitcase then walked over to the trunk. "You're not pulling it out the right way." He then cracked his knuckles and gave it a good tug.

Jon laughed. "Fag. Do it like this."

The two of them began tugging on it. "Shit it's stuck. Do it harder." Jon suggested.

Brendon smiled. "Harder? And fasterrrrr fasterrrrr." He sang, causing Jon and himself to laugh.

"Put a little elbow grease into it."

The voice startled the both of them, as they let go of the keyboard to face the person that was now standing next to them.

Justin's eyes met Brendon's and he extended his hand in a polite manor. "Hi, I'm Justin." He greeted.

Brendon looked down at his hand and then cautiously took it. "Brendon. This is Jon."

Jon gave a half wave.

Justin offered him a nod and then looked back at Brendon. "Having problems?" He questioned motioning towards the keyboard.

"What? Oh yeah um..." Brendon scratched the back of his head.

Justin walked over to the trunk and gave the keyboard one last tug, pulling it out. "Where do you want it?" He asked as he held it with such ease as if it weighed nothing.

"Uhh...no it's cool we can take it." Brendon offered.

"Don't be stupid. I ain't gonna drop it or throw it, where do you want it?"

"On the bus." Brendon answered.

Justin nodded and carried the keyboard over to the bus.

Jon looked over at Brendon. "Dude, Justin Timberlake just danced all over your fucking face."

"Shut the fuck up." Brendon laughed and shook his head.

---

Justin walked back over to where Pete was standing.

"How did you know it was him?" Pete asked in amazement.

Justin shrugged. "All he hadda do was open his mouth."

Pete shook his head. "Well I better go see them off. I'll call you. Let me know if they get out of hand."

"Don't worry about it." Justin assured. "I got em covered."

Pete nodded. "Thanks. See ya later."

"Bye." Justin gave him a wave then got onto his own bus.

Trace looked up at him from his laptop.

"Meet the competition?" He snickered.

Justin smiled and sat across from him in the booth.

"They're little kids. Their singer looks 12."

Trace shook his head. "Little punks. They're so 'scene.' " He commented.

"They're not going to make it." Justin responded.

"Why do you say that?"

"You'll see." A slow smile formed on Justins lips.

"What do you have in mind?" Trace raised an eyebrow.

"That kid has no idea what he is in for. Why let him get crushed by the media when he can get crushed before it even happens."

"Justin! What the fuck are you talking about Crazy?"

"I'm not crazy. Shut the fuck up. You'll see." With that he got up from where he was sitting and walked into the bedroom in the back.

---

"No drinking no pot no smoking..." Pete went on.

Brendon rested his head on Ryan's shoulder, a bored expression on his face. "Are you done yet? We're straight edge dumb fuck."

"Don't let Justin intimidate you, and don't ask him stupid questions." Pete warned.

"Jezzus Christ okay we get it. No asking him what his favorite flavor of ice cream is and if he likes pina colada's."

"Why are you the smart ass of the group?" Pete questioned towards Brendon.

"You made me this way." He responded.

Pete simply smiled then patted Brendon on the head. "That I did. Okay later bitches be good no gay sex on the bus." His eyes fell on Ryan and Brendon.

"Fuck you." Ryan mummbled.

"Later." Pete smiled and then got off the bus.

"Come on Ryan he's gone lets have gay sex." Brendon smiled and began unbuckling his belt.

Ryan gave him a good shove and then stood up. "Have gay sex with Jon he likes it in the ass."

Jon looked up from where he was sitting on the seat infront of the window. "Fuck that. Go do it with Timberlake I think he has a crush on you."

Brendon made a funny face. "You're gay. Why would you say that?"

"Cause he looked at you funny."

"Whatever." He gave him an eye roll. "That will probably be the only time we talk to him. The rest of the time he will do it Oz style."

"What's our first stop? San Francisco?" Ryan questioned.

Brendon looked over the sheet of paper with the tour dates on them and nodded. "Yeah good old San Fran." He then tossed the paper to the side carelessly.

"Fuck it. Jon Walker I challenge you to a game of Xbox." Brendon smiled.

"007 James Bond bitch." Jon added as he got up from where he was sitting and followed Brendon into the back room.

He sat in an oversized black lazy boy recliner. The room was silent, except for the steady drumming his fingers were

doing on the arm rest.

His eyes, though aimed on the white door infront of him, were lost deep in thought.

It had been awhile since he'd toured, and to do it all again with this new opening act kind of gave him a sense of uncertinty. For one thing, the music was far beyond
different. Their appearences and attitudes couldn't be more opposite if they tried.

A long sigh escaped his lips and he pinched the bridge of his nose with his fingers.

3 hours till show time. He still hadn't eatten.

The thought of food caused his stomach to growl. Taking this as a sign, he got up from his chair and gave himself one look over in the mirror next to him.
Pleased with what he saw, he then gave a confident nod to the reflection, then disappeared out of his dressing room.

--------


"What is that?" Jon questioned as he pointed to a tray with some sort of yellow colored food on it.

"I think it's corn." Spencer suggested while grabbing a bread roll and tossing it onto his plate.

"How can that be corn? It's all smashed and disgusting." Jon made a face then put a spoonful of mashed potato's on his own plate.

"Why don't they ever have taco salad?" Brendon sighed, cutting in line infront of Jon.

"Excuse you, please go to the end of the line where you belong." He glared.

"But there's no chicken at the end of the line." Brendon smiled, while placing two drumsticks onto his plate.

"This reminds me of the school cafeteria." Spencer stated. "We get in line,get our food,eat it, and then go back to work."

"And just like in the school cafeteria, someone is always cutting." Jon glared again.

Brendon gave them an eye roll and quickly grabbed a gatorade then hurried over to sit where Ryan was sitting.

"Things were getting dangerous over there." He explained while opening his Gatorade.

Ryan simply shook his head and then placed a spoonful of chicken noodle soup into his mouth.

Brendon watched him curiously while peeling a peice off of his bread roll and dipping it into his mashed potato's before placing it into his mouth. "What are you
writing?" He asked curiously.

Ryan looked up at him again and then placed his pen down. "Nothing, just ideas." He shrugged.

"Ideas for what?"

"Ideas...just idea's for songs."

Brendon nodded in understandment.

The "Lunch Room" as it was called was already beginning to empty out. Crew members,band memebers, back up dancers and singers all began heading to
either set up the stage or to wardrobe.

Jon and Spencer sat down at the same table as Ryan and Brendon. Their late lunch was due to the fact that they spent most of their day
seeing the sights of San Francisco. They'd gone from the golden gate bridge, to the water front, then for a trolly ride downtown.

But they wern't the only ones having a late lunch though it seemed.

Brendon's eyes wandered curiously over to the entrance of the room. The instant they landed there, the instant his eyes became wider.

"Stop starring." Jon mummbled as he tried to avoid looking in the same direction Brendon was.

"So the guy likes to eat alone." Spencer observed as he watched Justin out of the corner of his eye.

"Where do you think he will sit?" Brendon whispered.

"Oh shut the hell up already." Ryan demanded rather loudly. "You're acting like fucking school girls. Why don't you go over there and ask him to
sign your fucking breast."

The other three looked at him in amazment. Not so much to the fact that he'd said anything, but more to the fact that he'd said it loud enough
that unless you were deaf, you couldn't have missed what he'd just said.



Justin held his plate in his hand and slowly turned to face the small group.

His expression was some what blank as he carefully walked over and sat at the table behind him.

They watched with curious eyes.

"Like he said, do you want me to sign one of your fucking breasts or what?"

The comment snapped them all back into reality as they quickly looked down at their own trays of food.

"Well, I'm going to go get dressed." Ryan sighed as he got up from his seat.

"Me too." Jon and Spencer chimed in usion as they grabbed their plates and followed Ryan.

Brendon stayed put. He pushed his mashed potato's around with his plastic fork.

This time it was Justin who was watching him with curiosity.

"So, what are you in this for? The girls?Money....fame? Or...all of the above?" Justin questioned.

Brendon looked up at him and raised his eyebrow. "Neither? I don't care about that shit. I just...like music."

Justin let out a loud laugh and shook his head as he took a drink from his water bottle.

Brendon gave him a bit of an offended look. "Did I say something funny?"

Justin's side smile stayed on his lips. "No, it's just I haven't heard that type of answer in a long time." He addmited.

"Aren't you in all this for the same thing?" Brendon asked.

He gave him a shrug and took another drink from his water bottle. "Sure kid." He nodded. "We all start out that way you know?"

Justin picked up his tray and took it as he took a seat directly next to Brendon. "We all come into this business oblivious and innocent."

"Yeah yeah I know what you're getting at." Brendon cut in. "That at first it's about the music and then it's all about getting laid and partying and buying
Bently's and huge ass beach houses in Malibu." He gave him an eyeroll.

Justin continued to look at him with amusement. "Isn't it though?"

"Only to stupid ass pricks who let fame get to their fat heads." Brendon shrugged.

"Wow....you are a genius." Justin praised. His tone was dripping with sarcasam. "You think you know it all don't you? You think you're just
going to breeze on through this whole joy ride and stay the same little innocent kid that you are now."

"I'm not a fucking kid." Brendon stated.

"Oh forgive me, younger youth I meant to say." Justin smiled.

Brendon was far from amused by this guy by now.

"Hey but maybe you'll get lucky." Justin continued. "Maybe you wont make it at all, and you'll just be nobody's and be able to live happy normal lives.
And maybe....just maybe fame wont ruin you."

"Are you saying it ruined you?"  Brendon dared to ask.

Justin stayed quiet, his gaze locked on the table infront of him. He said nothing, but his sad expression said enough without words.

"I can't believe you're even complaining." Brendon snorted. "You're Justin fucking Timberlake. You have it all."

"I'm not complaing asshole I'm simply telling you to enjoy your fucking freedom while you got it cause as soon as you start to rise to the top, you better
fucking be prepared for the hard ass crash your going to make once you fall off." With that said he picked up his tray with food on it that he
never touched, and tossed the whole thing into a trashcan before walking down the hallway and out of sight.

Brendon sat in silence for a moment. His fingers drummed on the table and he let out a breath of air before getting up himself
and heading down the hallway to his own dressing room.