British rider Cal Crutchlow was third fastest in qualifying for the opening MotoGP of the season in Qatar.
The Tech 3 Yamaha rider finished behind former world champion Jorge Lorenzo and current title holder Casey Stoner.
Crutchlow recorded his best ever qualifying position, finishing only 0.167 seconds behind Stoner and 0.388 seconds behind leader Lorenzo.
Seven-time champion Valentino Rossi finished down in 12th with Ducati team-mate Nicky Hayden in fifth.
Stoner's Repsol Honda team-mate Dani Pedrosa was also surprisingly off the pace, qualifying seventh.
Crutchlow refused to get carried away by his performance, insisting that he needs to replicate his qualifying form in Sunday's race.
"We are only at the first round, and it is only qualifying. Just because I am on the front row does not mean that I will be on the podium," Crutchlow told the BBC.
"But if I can get out of here with a half-decent result, I will be happy."
Team manager Herve Poncharal has consistently backed the 26-year-old's talents, and was delighted by the good start of his rider in the first qualifying session of the season.
"I am so happy and pleased because the session was very tense," he said.
"I knew that Cal wanted to do something very strong, and he has done that.
"The race is tomorrow, but I think that we have a done a good job all winter long. We have had the perfect weekend so far. We are ready to race, and can look for a really good result tomorrow."
Meanwhile, world champion Stoner said he and his team have set-up problems to iron out to challenge on Sunday.
"If we can make a big step forward in warm up then we can challenge for a podium and maybe fight for the win," he said. "But if the bike remains as it is at the moment, then we were going to be in for a long hard race".
Ben Spies finished a place behind Crutchlow, to give Yamaha three of the top four places.
Spies took fourth place despite falling off his bike early in the session. The 27-year-old escaped serious injury despite clinging on to the throttle while being dragged along the ground.
The American was not the only rider to come off his bike, with James Ellison, Danilo Petrucci, Karel Abraham and Randy De Puniet all becoming unseated at various stages.
Thomas Luthi was quickest in Moto2 qualifying, with British riders Bradley Smith (Tech 3) and Scott Redding (Marc VDS) 12th and 13th respectively.
Red Bull KTM rider Sandro Cortese took pole position in the first qualifying session in the new Moto3 class.
Cortese's team-mate Danny Kent qualified 12th, a disappointing result given his good form in previous practice sessions. Fellow Brit Danny Webb finished 25th on the Mahindra.
Selected MotoGP qualifying times from Qatar:
1. Jorge Lorenzo (Spn) Yamaha 1 min 54.634 secs
2. Casey Stoner (Aus) Repsol Honda 1:54.855
3. Cal Crutchlow (GB) Tech 3 Yamaha 1:55.022
4. Ben Spies (USA) Yamaha 1:55.512
5. Nicky Hayden (USA) Ducati 1:55.637
6. Andrea Dovizioso (Ita) Tech 3 Yamaha 1:55.858
12. Valentino Rossi (Ita) Ducati 1:56.813