MotoGP title leader Jorge Lorenzo was denied his sixth pole position of the season after an 'amazing' lap by Ben Spies at Indianapolis on Saturday.
The home star bumped Lorenzo off pole by 0.220sec with two minutes remaining, but Lorenzo was more than satisfied to keep his perfect 2010 front-row record intact on a day when nearest title rival Dani Pedrosa only managed fifth.
Another American, Nicky Hayden, will start alongside Lorenzo in third.
"This was a really difficult session because it was so hot and the track was very slippery and bumpy, it was hard to know what to expect!" said Lorenzo, who holds a 77 point lead over Pedrosa. "Luckily we managed a good lap and I'm happy with second place, Ben's lap was amazing so well done to him.
"A good start will be really important tomorrow because there are many fast riders behind and I think it will be a tough battle for everyone. Our setting is good and we are happy with the choice for the tyre so we will try our best and see what we can do here in Indy."
Lorenzo and Spies will be team-mates at the factory Yamaha squad in 2011, although Lorenzo is still to officially re-sign.
Lorenzo's team-mate and reigning seven time world champion Valentino Rossi will start seventh after crashing at the end of qualifying.