Valentino Rossi clawed back pole position from rivals Dani Pedrosa and Jorge Lorenzo in an exciting last lap effort at his home track Misano.
After the first half-hour in the 60-minute session saw Yamaha team-mates Rossi and Lorenzo exchanging fastest laps, the second half was led almost exclusively by the reigning champion.
In the dying seconds of the session, however, Lorenzo shot to the top of the timesheets, but his time was almost immediately bettered by Pedrosa (Honda), who at that point went four tenths quicker than Rossi.
But the Italian, who had been pushed right down to fourth by a hard-charging Toni Elias (Gresini Honda), would have none of it, and in the end took pole with a blistering 1m34.338s lap.
Pedrosa and Lorenzo will thus start in second and third respectively, while Elias will lead the second row.
Americans Colin Edwards (Tech 3 Yamaha) and Nicky Hayden (Ducati) will be fifth and sixth on the grid, followed by Gresini Honda's Alex de Angelis and Andrea Dovizioso on the factory Honda.
Randy de Puniet put his LCR Honda in ninth, while Loris Capirossi's Suzuki completes the top 10.
Pos Rider Bike Time Gap
1. Valentino Rossi Yamaha 1m34.338s
2. Dani Pedrosa Honda 1m34.560s + 0.222s
3. Jorge Lorenzo Yamaha 1m34.808s + 0.470s
4. Toni Elias Gresini Honda 1m34.907s + 0.569s
5. Colin Edwards Tech 3 Yamaha 1m35.184s + 0.846s
6. Nicky Hayden Ducati 1m35.223s + 0.885s
7. Alex de Angelis Gresini Honda 1m35.343s + 1.005s
8. Andrea Dovizioso Honda 1m35.492s + 1.154s
9. Randy de Puniet LCR Honda 1m35.554s + 1.216s
10. Loris Capirossi Suzuki 1m35.561s + 1.223s
11. Mika Kallio Ducati 1m35.601s + 1.263s
12. Marco Melandri Hayate Kawasaki 1m35.785s + 1.447s
13. Chris Vermeulen Suzuki 1m35.790s + 1.452s
14. James Toseland Tech 3 Yamaha 1m36.070s + 1.732s
15. Aleix Espargaro Pramac Ducati 1m36.228s + 1.890s
16. Niccolo Canepa Pramac Ducati 1m36.264s + 1.926s
17. Gabor Talmacsi Scot Honda 1m37.091s + 2.753s