WASHINGTON - Conservative commentator Glenn Beck and tea party champion Sarah Palin appealed Saturday to a vast, predominantly white crowd on the National Mall to help restore traditional American values and honor Martin Luther King's message. Civil rights leaders who accused the group of hijacking King's legacy held their own rally and march.

While Beck billed his event as nonpolitical, conservative activists said their show of strength was a clear sign that they can swing elections because much of the country is angry with what many voters call an out-of-touch Washington.

Palin told the tens of thousands who stretched from the marble steps of the Lincoln Memorial to the grass of the Washington Monument that calls to transform the country weren't enough. "We must restore America and restore her honor," said the former Alaska governor, echoing the name of the rally, "Restoring Honor."

Palin, the GOP vice presidential nominee in 2008 and a potential White House contender in 2012, and Beck repeatedly cited King and made references to the Founding Fathers. Beck put a heavy religious cast on nearly all his remarks, sounding at times like an evangelical preacher.

"Something beyond imagination is happening," he said. "America today begins to turn back to God."

Beck exhorted the crowd to "recognize your place to the creator. Realize that he is our king. He is the one who guides and directs our life and protects us." He asked his audience to pray more. "I ask, not only if you would pray on your knees, but pray on your knees but with your door open for your children to see," he said.

A group of civil rights activists organized by the Rev. Al Sharpton held a counter rally at a high school, then embarked on a three-mile march to the site of a planned monument honoring King. The site, bordering the Tidal Basin, was not far from the Lincoln Memorial where Beck and the others spoke about two hours earlier.

Sharpton and the several thousand marching with him crossed paths with some of the crowds leaving Beck's rally. People wearing "Restoring Honor" and tea party T-shirts looked on as Sharpton's group chanted "reclaim the dream" and "MLK, MLK." Both sides were generally restrained, although there was some mutual taunting.

One woman from the Beck rally shouted to the Sharpton marchers: "Go to church. Restore America with peace." Some civil rights marchers chanted "don't drink the tea" to people leaving Beck's rally.

Sharpton told his rally it was important to keep King's dream alive and that despite progress more needs to be done. "Don't mistake progress for arrival," he said.

He poked fun at the Beck-organized rally, saying some participants were the same ones who used to call civil rights leaders troublemakers. "The folks who used to criticize us for marching are trying to have a march themselves," he said. He urged his group to be peaceful and not confrontational. "If people start heckling, smile at them," Sharpton said.

Eleanor Holmes Norton, the District of Columbia's delegate to Congress, said she remembers being at King's march on Washington in 1963. "Glenn Beck's march will change nothing. But you can't blame Glenn Beck for his March-on-Washington envy," she said.

Beck has said he did not intend to choose the King anniversary for his rally but had since decided it was "divine providence." He portrayed King as an American hero.

Sharpton and other critics have noted that, while Beck has long sprouted anti-government themes, King's famous march included an appeal to the federal government to do more to protect Americans' civil rights.

The crowd - organizers had a permit for 300,000 - was a sea of people standing shoulder to shoulder across large expanses of the Mall.

The National Park Service stopped doing crowd counts in 1997 after the agency was accused of underestimating numbers for the 1995 Million Man March.

It was not clear how many tea party activists were in the crowd, but the sheer size of the turnout helped demonstrate the size and potential national influence of the movement.

Tea party activism and widespread voter discontent with government already have effected primary elections and could be an important factor in November's congressional, gubernatorial and state legislative races.

Lisa Horn, 28, an accountant from Houston, said she identifies with the tea party movement, although she said the rally was not about either the tea party or politics. "I think this says that the people are uniting. We know we are not the only ones," she said. "We feel like we can make a difference."

Ken Ratliff, 55, of Rochester, N.Y., who served as a Marine in the Vietnam War, said he is moving more in the tea party direction. "There's got to be a change, man," he said.

Palin told the crowd she wasn't speaking as a politician. "I've been asked to speak as the mother of a soldier and I am proud of that distinction. Say what you want to say about me, but I raised a combat vet and you can't take that away from me." It was a reference to her son, Track, 20, who served a yearlong deployment in Iraq.

Palin likened the rally participants to the civil rights activists from 1963. She said the same spirit that helped them overcome oppression, discrimination and violence would help this group as well.

"We are worried about what we face. Sometimes, our challenges seem insurmountable," Palin said. "Look around you. You're not alone."

Beck paced on the steps of the Lincoln Memorial and spoke through a wireless microphone headset. "For too long, this country has wandered in darkness. ... Today we are going to concentrate on the good things in America, the things that we have accomplished - and the things that we can do tomorrow."

In one of his many references to King, Beck noted that he had spent the night before in the same Washington hotel where King had put the finishing touches on his "I Have a Dream" speech.

Clarence B. Jones, who served as King's personal attorney and his speechwriter, said he believes King would not be offended by Beck's rally but "pleased and honored" that a diverse group of people would come together, almost five decades later, to discuss the future of America.

Jones, now a visiting professor at Stanford University, said the Beck rally seemed to be tasteful and did not appear to distort King's message, which included a recommitment to religious values.

Both groups heard from members of the King family.

Alveda King, a niece of the civil rights leader, appealed to Beck rally participants to "focus not on elections or on political causes but on honor, on character ... not the color of our skin."

Martin Luther King III said at the site of the planned memorial that his father in 1967 and 1968 "was focused on economic empowerment. He did not live to see that come to fruition." King added, "We have made great strides, but somehow we've got to create a climate so that everybody can do well, not just some."

Beck had appealed to those attending not to bring signs with them. But Mike Cash, a 56-year-old Atlanta businessman, found a way around that. Over his polo shirt, he wore a T-shirt that read "Treat Obama like a used tea bag, toss him out now!"

"I wouldn't have missed it (the rally) for anything," said Cash, who drove up with his family. "We are here kind of protesting about our government, too. I'm a businessman and I'm worried about taxes going up."

Many in the crowd watched the proceedings on large television screens. On the edges of the Mall, vendors sold "Don't Tread on Me" flags, popular with tea party activists. Other activists distributed fliers urging voters "dump Obama." The pamphlet included a picture of the president with a Hitler-style mustache.

LaVert Seabron, 80, a retired federal public health officer who lives in northwest Washington, said he was at the 1963 march and made it a point to attend Saturday's rally. He recalled King as a "great orator" and said "because of what he did we're here." Seabron, who's black, said he was heartened to see many young people at Saturday's event.

"It's good to see the next generation is still participating," he said. "We've been through this. It's good to see so many young people, because they'll have to pick up the torch and carry it to the next generation."

Regarding the Beck rally, Seabron said: "That's part of a democracy - everybody gets a chance to say what they want."