When people listen to a Joni Mitchell song, they don't merely move to the beat or hum the tune. They curl their lips around every burning word.

You could see people doing just that at a taping of an all-star tribute show to Mitchell's work, which took place last week at Hammerstein Ballroom. The show airs tonight at 9 on TNT.

As performers Elton John, Diana Krall, James Taylor, k.d. lang and others interpreted 15 of Mitchell's classics, audience members — including Goldie Hawn, Laurence Fishburne, Sandra Bernhard and Susan Sarandon — moved their mouths to every phrase.

Who could blame them? Along with Dylan, Leonard Cohen and Elvis Costello, Mitchell rates as one of the few modern pop writers whose words rate as genuine poetry.

That's not to take anything away from Mitchell's adventurous arrangements or wide-ranging tunes. All of her talents are ably saluted during this two-hour show, which features a finale from the star.

The show is part of a TNT series that earlier offered all-star salutes to Burt Bacharach, Johnny Cash and Bob Marley.

TNT isn't the only outfit to tender a toast to Mitchell. Last summer, she was hailed in a terrific Central Park show titled "Joni's Jazz," which matched such performers as Joe Jackson, Chaka Khan and Toshi Reagan to Mitchell's mid-'70s work — from COURT & SPARK to MINGUS. That show also included a performance of her masterpiece, Hejira."

Negotiations continue for a commercial release of the event. A Mitchell tribute album also remains in the works; so far, it features contributions from Khan, Janet Jackson, Bjork, Elvis Costello, Etta James, Sarah McLachlan and k.d. lang.

At the TNT tribue, Mitchell's presence inspired special awe from the participants.

"I've played for the Queen of England," Elton John said. "That wasn't so intimidating."

"We were told we could speak to Joni if we wanted to," Shawn Colvin blushed. "We're all too scared."

Colvin eventually found the courage to offer up a line that nailed the intensely personal way fans take Mitchell's music. "I don't know what I would have done without you," she said.

Tonight's show doesn't take the kind of risks that the Central Park event did. It's heavy with obvious hits. And no song Mitchell wrote past 1979 turns up. But the show has many nice moments. Here's a rundown of what you'll hear.

* Raised On Robbery, by Wynonna Judd & Bryan Adams: One of Mitchell's few hard-guitar numbers — about picking up a guy in a hotel bar — delivered with appropriate vim.

* Carey, by Cyndi Lauper:

* A surprise highlight of the show. The normally over-emoting Lauper lent this 1971 romantic ode a subtly intense reading.

* A Case Of You, by Diana Krall: By transferring this spindly guitar piece to the piano, Krall gives one of Mitchell's peak pieces more jazz than folk tunings. The result lands closer to how the legend might deliver it now.

* Woodstock, by Richard Thompson: This woodsy, acoustic version lands closer to Mitchell's own than the more popular one by Crosby, Stills Nash and Young. Trivia note: Thompson's original band, Fairport Convention, included two Mitchell songs on its 1968 debut.

* Chelsea Morning and Big Yellow Taxi, by Shawn Colvin and Mary Chapin Carpenter: Gorgeous folk harmonies take center stage in these two duets. Hillary Rodham Clinton also puts in an appearance in a taped introduction, to explain why she and Bill named their daughter after the first song.

* River, by James Taylor: He hits the notes beautifully, but Taylor didn't quite get the depression of the song. His vocal is more soaring than cowering.

* You Turn Me On (I'm A Radio), by Wynonna Judd: The correct singer to suit one of Mitchell's few country numbers.

* Help Me, by k.d. lang: The fellow Canandian has just the right vocal range to capture this song's hairpin vocal turns.

* The Dry Cleaner From Des Moines, by Cassandra Wilson: It's rare to find a voice skilled enough to render a track like this, which comes from Mitchell's worst-reviewed album, her tribute to jazz legend Charles Mingus.

* The Circle Game, by Sweet Honey in the Rock: The sextet offers an Afro-folk version of the world's most sophisticated children's song.

* Amelia, by Shawn Colvin and Mary Chapin Carpenter: Mitchell's classic number about emotional flight, given a more folky turn.

* Black Crow, by Richard Thompson: With his stinging electric guitar leads, Thompson rips through one of Mitchell's most bracing numbers.

* Free Man In Paris, by Elton John: Proper casting makes a nice connection between one gay man (Elton John) and another (David Geffen) the subject of the song.

* Both Sides Now, by Joni Mitchell: Here the star performs her undying number with a 70-piece orchestra — just as she does on a new album of standards. While the studio version loses momentum from its gloppy production, here the strings sound crisp. And Mitchell's now-limited instrument burns with smoky character. She delivers her wise lyric with a lifetime's worth of knowledge, regret and wonder.