Stefan Bradl claimed the first pole position of his MotoGP career with a stunning lap in the United States.
The German clocked one minute, 21.176 seconds on his LCR Honda to push championship leader Marc Marquez into second position on the grid.
"It's incredible," Bradl, 23, told BBC Sport. "I didn't expect pole position because the guys are able to step up and go faster in qualifying."
Britain's Cal Crutchlow is fifth, ahead of Jorge Lorenzo and Dani Pedrosa.
Marquez has never raced at Laguna Seca in California and, after setting the fastest time in Friday's practice, looked set to take pole when he led Saturday's qualifying.
But Bradl snatched first place on the grid - just 0.017 secs quicker than Marquez - in the final moments of the session.
Reigning world champion Lorenzo and Pedrosa are sixth and seventh respectively as the pair make their return to action following injury.
Lorenzo bent a titanium plate in his collarbone in a crash in practice at the German GP last week.
The Spaniard had surgery in Barcelona last weekend where a new plate was inserted with 11 screws and a bone implant, and he decided to travel to the United States on Wednesday.
He clocked a qualifying time 1:21.453, ahead of fellow Spaniard Pedrosa, who fractured his collarbone in a crash at Sachsenring last weekend.
1. Stefan Bradl (Ger) LCR Honda - 1:21.176
2. Marc Marquez (Spa) Repsol Honda - 1:21.193
3. Alvaro Bautista (Spa) Honda Gresini - 1:21.373
4. Valentino Rossi (Ita) Yamaha Factory Racing - 1:21.418
5. Cal Crutchlow (GB) Monster Yamaha Tech 3 - 1:21.420
6. Jorge Lorenzo (Spa) Yamaha Factory Racing - 1:21.453
7. Dani Pedrosa (Spa) Repsol Honda - 1:21.728
8. Andrea Dovizioso (Ita) Ducati - 1:22.026