It was a big New York night for MADONNA as she was inducted into the Rock and Roll Hall of Fame at the famed Waldorf-Astoria.

Pop heavyweight JUSTIN TIMBERLAKE did the honors of inducting his fellow chart-topper into the prestigious circle of musicians.

The "SexyBack" singer couldn't resist adding some spice to the event with a playful speech that seemed to take a few jabs at ex-love BRITNEY SPEARS.

"The world is full of Madonna wannabes," he said. "I might have even dated a couple. But there truly is only one Madonna." He added that she "found time to publicly kiss someone I may or may not have kissed myself -- while I was in the audience. Of course, you all know who I'm talking about: SEAN PENN."

Justin also recalled how she gave him a B12 shot while they were working on her upcoming album Hard Candy. He said she pulled out a syringe and told him to "Drop 'em", then complimented his backside saying, "Nice top shelf."

"That was one of the greatest days of my life," Justin gushed.

Madonna was quick to correct him, saying that as a "control freak" she aims to be precise in her speech: "I didn't say 'Drop 'em,' I said, 'Pull your pants down'."

She also took the time to thank "the ones that said I was talentless, that I was chubby, that I couldn't sing, that I was a one-hit wonder. They pushed me to be better, and I am grateful for their resistance."

Other honorees and the celebs inducting them included: LEONARD COHEN, inducted by LOU REED; THE DAVE CLARK FIVE, inducted by TOM HANKS; JOHN MELLENCAMP, inducted by BILLY JOEL; KENNY GAMBLE and LEON HUFF, inducted by JERRY BUTLER; THE VENTURES, inducted by JOHN FOGERTY; and LITTLE WALTER, inducted by BEN HARPER.

Performers included DAMIEN RICE, IGGY & THE STOOGES, JAMES COTTON and PATTI LaBELLE.

All of the honorees, who became eligible 25 years after their first recordings were released, were voted in by the 600 voters in the Hall of Fame Foundation.