Shock-rocker Marilyn Manson embarrassed pop star Justin Timberlake by talking about sex in front of the 'N SYNC star's mother - then felt so bad he made a groveling apology.

The rock wildman was in the audience for a show by his girlfriend, fetish artist Dita Von Teese, when he spotted his fellow singer behind him and decided to make some mischief.

Manson says, "I said, 'You know a woman has three holes between her legs?,' because earlier that day I had watched a sexual education documentary for retarded people, and they pointed out that a woman has three holes.

"I don't know the technical stuff, I just guess there's a few things going on down there. I saw Justin again on New Year's Eve (31DEC02) at THE OSBOURNES'.

"And I said, 'I want to apologise for saying that in front of your mother, I feel a little bad even though I am Marilyn Manson. But I really like your new video because you seem like a depraved stalker, and I think that's very attractive. And I don't mean that in a gay way.'

"And he said thank you, and I said, 'Can I just tell you one thing? The part of the song where you say 'drums', you should have said 't**s'."