Mark Webber beat Red Bull team-mate Sebastian Vettel to pole position at the Japanese Grand Prix.
The Australian was 0.174 seconds quicker than Vettel, who had a Kers power-boost system failure, costing him in the region of 0.3secs a lap.
Mercedes driver Lewis Hamilton was third from Lotus's Romain Grosjean.
Ferrari's Fernando Alonso, Vettel's closest title rival, was a poor eighth, three places behind team-mate Felipe Massa.
Mark Webber's Suzuka pole lap
Alonso needs to finish eighth or better
if Vettel wins on Sunday
to keep the championship alive until the next race in India.
The Spaniard is behind Mercedes driver Nico Rosberg in sixth and Sauber's Nico Hulkenberg, who again impressed with seventh place.
Lotus's Kimi Raikkonen and McLaren's Jenson Button completed the top 10.
Webber's pole was his first of the season, and the first time he has qualified ahead of Vettel in 2013.
Webber is leaving F1 at the end of the season
to join Porsche in endurance racing. He loves Suzuka and said that if he could win here in his final season "it'd be awesome, absolutely special".
"It's a great track, we all love driving here. The laps weren't too bad. You always want a little bit more. It was pretty good.
"Sebastian had a problem so a little bit of a hollow result. But happy to be on pole and you've got to grab the opportunity when you can."
"We did have a problem but I am not a big fan of this, 'without this, with this', it is always an unknown," said Vettel. "The car was phenomenal and you don't get many days like that when the car feels great and you can really push it to the limit. I enjoyed it."
Alonso said: "More or less I was eighth, ninth all weekend so it is not unexpected. It has not been a good weekend for me and I need to do better tomorrow."
He said the
death of Maria De Villota
on Friday had been a blow for him.
Webber targets race win in Japan
"Yesterday was a shock, we do practice, you take the helmet off and they tell you this terrible news, you never expect this, especially with her she fought so much this last year and she was full of life. It's tough."
Scot Paul Di Resta will start 12th, behind McLaren's Sergio Perez and ahead of the Williams of the impressive Valtteri Bottas, who was two places in front of team-mate Pastor Maldonado.
Force India's Adrian Sutil was knocked out in the first session and took 17th. The German will start from the back because of a five-place grid penalty for a gearbox change required following a crash in final practice.
Marussia's Max Chilton put in his best performance of the season in the back-of-the-grid battle to out-qualify both Caterhams as well as team-mate Jules Bianchi.
The Englishman will start 19th after beating Charles Pic by 0.236 seconds, with Giedo van der Garde and Jules Bianchi bringing up the rear.
"It was amazing," said Chilton, who is in his first season in F1. "The factory put in so much work all year and sometimes we just don't get a look-in. To out-qualify both Caterhams on a track we don't know and both Caterhams do, I'm just really happy.
"It's taken me a while to get into F1 and there were a few times earlier in the season when I wasn't happy with my driving. But since the August break it's really come together."
Japanese Grand Prix, day three
- Sunday 13 October : Race coverage at 06:00 BST (BBC One) & 06:55 (BBC Radio 5 live), plus live text commentary online. F1 Forum: 09:15 on BBC Red Button. Highlights: 19:00 on BBC Three & BBC Red Button