NEW YORK — Madonna, pop music's quick-change artist, was inducted into the Rock and Roll Hall of Fame on Monday and paid tribute to people who encouraged her and even critics who panned her for helping drive her career.

Heartland hitmaker John Mellencamp, with his son Speck playing guitar and his parents watching from a balcony above the Waldorf Astoria Hotel ballroom, joined the rock-kicking with a rumbling version of "Authority Song."

"I wrote this song, and I still feel the same way today as I did when I wrote it 25 years ago," Mellencamp said.

Philly soul producers Kenny Gamble and Leon Huff, literate songwriter Leonard Cohen, British rockers the Dave Clark Five, and surf instrumentalists the Ventures were among the other inductees.

Madonna recalled key moments of her career, from playing her demo tape for record company president Seymour Stein when he was in a hospital bed hooked up to an IV, to her shock at looking out from the stage at thousands of girls dressed like her. "It freaked me out," she said.

She fondly remembered a teacher who encouraged her to follow her dreams when she was only 14, and said she's lucky to have people around her that are still doing that.

Even the people who "said I was talentless, that I was chubby, that I couldn't sing, that I was a one-hit wonder, they helped me, too," she said. "They inspired me because they made me question myself repeatedly and pushed me to be better."

Singer Justin Timberlake, who helped produce Madonna's upcoming album, inducted her with an innuendo-laden speech.

"The world is full of Madonna wannabes. I might have even dated a couple," said Britney Spears' ex. "But there is truly only one Madonna."

Timberlake told of how he felt ill one day while working on Madonna's new album and she asked whether he wanted a B-12 shot. He said sure, expecting a doctor to show up, but Madonna pulled out a syringe and said, "drop 'em."

After he pulled his pants back up, "she looked at me and said, 'That's top shelf,' and that was one of the greatest days of my life," he said.

"Everything he said is basically true," Madonna confirmed, "but I didn't say 'drop 'em,' I said, 'pull your pants down."

Madonna didn't perform but asked punk rockers Iggy Pop and the Stooges to sing "Burning Up" and "Ray of Light." At the end, a shirtless Pop said, "you make me feel shiny and new, like a virgin touched for the very first time," and tossed his microphone to the floor.

Mellencamp talked of having surgery for spina bifida when he was 6 weeks old, saying doctors were worried he would be paralyzed below the neck. The 56-year-old rocker said he never knew of the surgery until his teen years, when a classmate asked him about the scar behind his neck.

His grandmother always whispered in his ear, "Buddy, you're the luckiest boy alive."

"I'm lucky to be standing here for any number of reasons," said Mellencamp, a heart patient who snuffed out a cigarette as he took the stage.

Fellow Hall of Fame member Billy Joel, who inducted Mellencamp, said, "You scared us a couple of times when we thought we might have lost you a couple of times, even though it might have been a good career move."

The world needed Mellencamp's voice, he said.

"They need to hear somebody out there feels like they do, in the small towns or the big cities," Joel said. "And it doesn't matter if they hear it on a jukebox in a gin mill or on a ... truck commercial."

Gamble, taking the stage with his longtime partner, invited the audience to answer back his wish for "peace."

"Thank you so much, because that's exactly what our music represented," Gamble told the people gathered at the famed hotel for the annual ceremony, televised on VH1 Classic.

Patti LaBelle performed a chandelier-shaking rendition of "If You Don't Know Me By Now" to introduce Gamble and Huff. The songwriters and producers created a lush, melodic brand of soul known for their hometown and performed by a variety of artists.

Gamble cited one: Billy Paul's tale of the adulterous affair in "Me and Mrs. Jones."

"There's a little 'Me and Mrs. Jones' going on here in New York," he said to laughter, hours after New York Gov. Eliot Spitzer was accused of hiring a prostitute.

He dispelled one rumor. The song "MFSB" stood for mother, father, sister, brother, he insisted. For years, others let their imaginations run wild with the initials.

One odd sign of the times: among the favors distributed to guests at Monday's dinner was a box of 30 blank CDs, presumably so people wouldn't have to worry about buying CDs anymore.

The Ventures excelled at what is almost a forgotten art in rock music _ the instrumental. Nokie Edwards' twangy guitar gave the band its distinctive sound. They performed their first hit, "Walk, Don't Run," and "Hawaii Five-O."

John Fogerty recalled how he and fellow members of Creedence Clearwater Revival used to hang out in a garage learning the Ventures' songs.

"When the Ventures first hit the radio, I would say I was gone," Fogerty said. "The Ventures went on to record 250 albums. Think about that. These days, some of us would be happy to sell 250 albums."

Cohen, a Canadian, is one of music's most highly regarded, if not best-known, songwriters, through pieces like "Suzanne" and the much-covered "Hallelujah." Damien Rice sang the latter song in tribute.

Lou Reed, who was inducting Cohen, carried a sheaf of papers to the stage and read several examples of Cohen's lyrics.

"We're so lucky to be alive at the same time Leonard Cohen is," Reed said.

Cohen, dressed in a black tux, recited the lyrics to his song "Tower of Song" in a hushed voice.

"This is a very unlikely occasion for me," he said. "It is not a distinction that I coveted or even dared dream about."

The Dave Clark Five followed the Beatles in the original British Invasion, with catchy hits including "Glad All Over." Led by drummer and songwriter Clark, the band enters the hall at a tragic time: singer Mike Smith died at age 64 of pneumonia less than two weeks ago.

"Mike tried desperately to be here with us tonight," Clark said. "At least he knows he's a hall of famer. Mike, you're with us in spirit, my friend, and always will be."

Little Walter, who died in 1968, joins the hall in its sidemen category. He recorded frequently with Muddy Waters in the 1950s.