Newly crowned MotoGP world champion Jorge Lorenzo was the only rider to get within one-second of Casey Stoner during qualifying at Phillip Island on Saturday.
The Fiat Yamaha rider briefly knocked Stoner from pole before finishing 0.668sec behind the home hero in a session that saw rain arrive in the final minutes.
"These conditions were really risky because it was so cold and also incredibly windy. It was hard to stay on the bike sometimes!" said Lorenzo.
"I'm happy with my race pace which is unusual for me here because I've never been so strong in MotoGP at this track, but I think we've done a good job.
"I wanted pole today but the weather and Casey stopped me - he is so quick here. We have the second best time so it is okay and I am feeling very calm after last weekend.
"We hope the weather is like this or better tomorrow, with no rain, and then we will go for it and see what happens in the race. I am ready for the race; I just want to enjoy it."
Lorenzo and his crew spent much of the session focusing on improving in the fourth split, where they found they were losing time this morning, and were able to make some improvements.
"We decided to concentrate on improving the final split because this is where we were losing the most time this morning and in the end we were able to improve quite a lot, but we know we can still do more," said team manager Wilco Zeelenberg.
"Second on the grid is good, the rain stopped us at the end but I don't think we could have got pole anyway today as Casey was very fast. We definitely need to find a few more tenths but anything can happen tomorrow."
Ben Spies, Lorenzo's 2011 team-mate, will start from the outside of the front row in third for Monster Yamaha Tech 3.
Stoner has won at Phillip Island for the last three years.