Nicky Hayden will start his final grand prix as a Honda rider, and on Michelin tyres, from third on the grid after losing out on Valencia pole by just 0.2sec.
The American, fastest in all three wet or damp free practice sessions, was in pole contention for almost the entire hour, leading the field from the 11th to the 45th minute, when 2009 team-mate Casey Stoner took control.
Having used an early qualifier tyre after 20 minutes, due to the threat of rain, the American then switched back and forth between race and qualifying rubber. With blue smoke pouring off his rear Michelin, Hayden's final pole attack left him two tenths from Stoner.
Bridgestone-shod team-mate Dani Pedrosa then squeezed between the two MotoGP champions on his own final lap, leaving Hayden third on the grid - marking his third front row start in the last four races.
"We were close but close don't count, I guess!" smiled Nicky. "We shouldn't be too bummed out though, because we're on the front row. It was pretty obvious that we really wanted to be on pole, we've been fastest all weekend, the bike is working good and the team did a great job when it started sprinkling, getting one bike ready with qualifiers early on.
"It was quite a tough session, going to qualifiers and then back to race tyres. On my last qualifying run I did a 32.0 on my first lap and I knew it was going to be tough to get into 31s. I really pushed hard, really hung it out, but the bike was just moving around too much to be fast. The best I could do was a 31.7.
"I definitely pushed as hard as I could, though maybe I should've got the tyre a bit hotter on the out lap. It's always a compromise - sometimes you get it too hot and sometimes you don't get it hot enough.
"I didn't get the lap time I needed, so I'm a little frustrated because it would've been cool to give Michelin a pole position for their last MotoGP race. But we've got a good bike and a good set-up, so we'll just try to go for it in the race.
"I didn't get to do many laps on race tyres, what with the drizzle and the qualifiers. I've only tried a couple of race tyres, so we'll definitely talk to Michelin and use every bit of morning warm-up to get the information we need to make our tyre choice," he concluded.
"Nicky did a good job, he got very close to pole and it's great that he will start his final race with Honda from the front row of the grid," said team manager Kazuhiko Yamano. "We will all work hard tomorrow, targeting victory at the last race of 2008."