Justin Timberlake Strives to Make Fashion Line Sing

All this from a guy who has never graced the front row, hell, never even stood in the back of a fashion show. Taking a break from rehearsing Sunday, Timberlake and Ayala settled into leather armchairs at Social Hollywood. The two have known each other since "we were in the womb," says Ayala, who moved to Orlando, Fla.

, with Timberlake during his 'N Sync days. Back then, Ayala was making clothing for members of the band and for Timberlake's then-girlfriend Britney Spears. Later, he became Timberlake's assistant and, when the pop star was approached by Danny Guez, son of L.

A. denim guru Paul Guez, about doing a clothing line, his partner in fashion. "I've been approached so often," says Timberlake, dressed in dark jeans from his line, a sweater vest, T-shirt and Velcro sneakers.

"But I was apprehensive because I didn't feel like I would be able to have full creative control." Partnering with someone he could trust, his best friend from Millington, Tenn., was the deciding factor.

The two, both 25, started with the goal of making denim that looked "as non-glossy as possible," says Timberlake, who has had a fairly glossy ride from childhood Mouseketeer to 'N Sync heartthrob to successful solo artist with a critically hailed new album, "Future Sex/Love Sounds," that's topping the Billboard charts this month. "We are always about the fit, particularly on women. We had 12 different fittings with four different people to meet the needs of all sizes," Timberlake says.

"And our moms swear by our jeans," Ayala adds. The William Rast collection is named for their grandfathers, William is Timberlake's; Rast is the last name of Ayala's. The line is for men and women, with jeans and T-shirts priced from $42 to $220.

There are several washes and styles, all of which are largely unadorned, except for the stylized "W" embroidery on the back pockets. The logo stamped into the leather patch on waistbands resembles a Roman numeral but is actually the upside-down letters "illi" from the name William. The company mascot is modeled after Duke, a raccoon-hunting dog owned by Timberlake's grandfather.

Some of the hangtags even come with guitar picks. Timberlake's current favorite is the skinny Ronnie style, in dark Japanese denim. His girlfriend, Cameron Diaz, wears the Savoy, with a rounded yoke, welt pockets and a trouser-front waistband.

For spring, they've added pinstripe, gray and white denim. Timberlake's role is more creative, while Ayala is in charge of the business side of things at the company's downtown L.A.

headquarters. They work with a design team but stay hands-on, with Timberlake weighing in on details down to the shape and size of the rivets on the jeans. When the brand launched at Bloomingdale's last year, it was all about their good-ole-boy roots, with T-shirts emblazoned with phrases such as "School of Hard Knox, Knoxville, Tennessee.

" But since then, they've cultivated more of a worldview. "He brings stuff back from his travels, like these unbelievable skinny ties from Japan," Ayala says. "All cultures influence each other," Timberlake explains.

"I might be in Japan freaking out over something in one of the vintage shops in Harajuku and they're freaking out over something that I'm wearing that's so American." "In my music I mix hip-hop, rock, electronica I don't know what it is, but it sounds good to me. And we want to do that in fashion.

We are the generation of the mash-up." That might mean pairing a J. Lindeberg cashmere cardigan with a vintage T-shirt and William Rast jeans, he says.

"I like brands that simplify, that make layers that you can make your own. We've been doing that since we were kids. We would spray paint over our Air Jordans, and put patches and buttons on our jeans.

" Although Timberlake says he would love to go to runway shows, particularly Ralph Lauren and Yves Saint Laurent, he's not interested in being one of the celebrities in the front row stealing the spotlight from the designer. "I would be going to see them, not to be seen." So for now, he'll just be the star of his own.

The theme of tonight's show is inspired by the 1983 film "The Outsiders." Timberlake has spent months mixing the music, using favorite songs such as David Bowie's "Rebel Rebel" and "Closer" by Nine Inch Nails. "It is the soundtrack to the brand," he says.

And though the show will largely feature denim and basic tees, to be sold at Bloomingdale's, Nordstrom, Lisa Kline and other stores, as well as williamrast.com, there will be a few pieces that hint at where the guys hope to take William Rast in the coming seasons. They have set their sights on growing a lifestyle brand with suits, cashmere sweaters, outerwear and accessories.

Nothing too crazy, and for now, nothing beyond some tailored twill trousers that maybe even Grandpa William would wear. "Ten years from now, let's dream that we'll have these amazing Galliano-looking pieces that will never see the light of day," Timberlake says. "But for now, we're accessible and functional.

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