Brooke Shields says she "instantly became friends" with Michael Jackson after meeting him when she was 13.
"Nothing was jaded about him. I just was so impressed by his sweetness," Shields tells Rolling Stone's special commemorative issue on the King of Pop, on stands Friday.
"He was thoughtful, sensitive, sweet, and had a funny sense of humor," she goes on. "If you got to talk to him about music or about the future of technology, his voice would get deeper, he would start talking, and it was as if he was this genius."
Sexuality didn't play a role in their relationship, she explains.
"As he grew older and the more he started to change physically, the more asexual he became to me," Shields says. "It was easy for him to be a friend to me, because I was the most celebrated virgin ever; it's ridiculous, but I was America's virgin.
"You saw women who were more sexual, who wanted to throw themselves at him and feel like they were going to teach him; we just found each other, and we didn't have to deal with our sexuality. As I grew up and started having boyfriends, I would share with him, and he was like a little kid who talked about the bases- what first base was, what second base was, and it sounded very odd to the outside, I can imagine, but to the inside, to someone who's never really left his bubble, you can understand how he would be curious." Shields continues.
"There were times when he would ask me to marry him, and I would say, 'You have me for the rest of your life, you don't need to marry me, I'm going to go on and do my own life and have my own marriage and my own kids, and you'll always have me.' I think it made him relax. He didn't want to lose things that meant something to him," she adds.
She last saw Jackson at Elizabeth Taylor's 1991 wedding.
"He seemed like his own funny self," she says. "We snuck in and took pictures of ourselves next to her dress. We always seemed to revert to being little kids. It was a sanctuary for him, because he knew I never wanted anything from him but his happiness."
Shields is expected at the Staples Center memorial at 10 a.m. PST.