Jeremy McWilliams came agonisingly close to causing the biggest upset of the MotoGP season this afternoon as the Ulsterman got to within 0.002secs of putting his year old 500cc two-stroke ahead of the fastest 990cc four-strokes ever made - and onto pole position for the German Grand Prix.

The Ulsterman had destroyed long time leader Valentino Rossi's best by over half a second to send shockwaves down the pitlane - and it was ultimately left to Max Biaggi, fresh from his Donington victory, to defend Honda honour.

The two-strokes had been expected to threaten after Olivier Jacque put his four-cylinder Yamaha YZR500 onto pole at the same venue last year, but with a further year of development on the likes of Honda's mighty RCV, few predicted a repeat, and McWilliams himself never threatened the frontrunners until his late burst.

Yesterday, Rossi had shrugged off his first crash of the entire season to set the fastest time in first qualifying a few hours later, and thus clinch provisional pole.

However, with just minutes remaining McWilliams looked the man most likely to oust Biaggi, lapping within 0.042 seconds of pole on his KR3 machine, but it was Rossi once again with a typically late surge who grabbed the headlines, while Checa qualified 0.323 seconds behind the Ulsterman in fourth.

Troy Bayliss, sporting a new shaven-headed look, made significant progress late in the session to qualify fifth fastest on the Ducati. The Australian was joined on the second row by Gibernau, Marco Melandri and Norick Abe. Alex Barros had sufficiently recovered from an operation on a broken bone in his hand to qualify in eleventh place despite heavy strapping on the injury.

Meanwhile, World Superbike Champion Colin Edwards had a scare in the morning when his Aprilia caught fire and he was forced to abandon ship at high speed. The American escaped with scorched leathers and slightly burnt confidence, although he was able to ride in the afternoon and qualified ahead of this team-mate Haga in sixteenth.

Into today's final session and it took just five minutes for Loris Capirossi to improve, the Italian Ducati rider finding a considerable 0.5secs over his Friday best to move up five places and onto the outside of the provisional front row behind McWilliams - just 0.168secs from pole.

Despite Capirossi's early charge, the majority of the field took time to build-up their pace and it would take until 25mins gone before the provisional front row was threatened again, and then it was by one of its own - Rossi - who pushed pole a further tenth from Biaggi.

Thereafter, Gibernau - who'd got to within 0.1secs of Rossi's provisional pole time and led morning free practice - began to feature, the Catalan had improved steadily from his 1min 24.8secs Friday best, and a '24.6secs put him fifth, between Capirossi and Checa.

Also on the move was the singed Colin Edwards, who had found 0.8secs and progressed from 16th to 9th (just behind Nakano) after his Friday fright.

But back up front Biaggi was also heating up, trimming a few hundredth's from his provisional qualifying time to keep Rossi in check and leaving McWilliams as the only front row runner yet to improve, with 20mins to go.

Into the final stages and the top ten read: Rossi, Biaggi, McWilliams, Capirossi, Nakano, Bayliss, Gibernau, Checa, Edwards and Melandri - with only McWilliams and Fortuna Yamaha team-mates Checa and Melandri the only riders still represented by their Friday times.

But not for long, with 'qualifiers' fitted Ulsterman McWilliams emerged from the pits and promptly threw his KR3 onto pole... by 0.5secs! To say the pitlane was surprised would be a massive understatement and his record-breaking time was initially greeted with looks of confusion, before reality set in.

The rest of the field still had eight minutes to respond though and Gibernau was soon setting a personal best lap for fourth on the grid, before Biaggi emerged from the shadows and recorded a sensational lap of his own to pip McWilliams by a gut wrenching 0.002secs, as the clocks read two minutes to go.

And so with a lap left pole - and even the front row - looked very much up for grabs, but the expected challenge from Rossi never materialised and instead it was Capirossi who got nearest to the top two, sealing third as he slipped 0.3secs behind the blinding pace of the top two. Meanwhile, neither Biaggi or McWilliams improved in their final laps.

Thus, Gibernau was eventually forced to settle for fifth, ahead of Bayliss, Checa and Ukawa, while Nobuatsu Aoki produced a late charge for ninth on the second KR3.

Barros produced a customary gritty ride for 11th with his broken hand, ahead of Melandri, Edwards and MotoGP returnee Kenny Roberts - the former Champion qualifying eight places and 1.3secs ahead of non-improving team-mate John Hopkins.

Wild-card Norick Abe also failed to improve today, slipping to 16th, while Garry McCoy just held off home hero Alex Hofmann to be top Kawasaki in 20th, despite not bettering his Friday time.

WCM's David de Gea rounds out the 25 rider grid, also courtesy of his Friday time.

Full times to follow...

1. Biaggi
2. McWilliams
3. Capirossi
4. Rossi
5. Gibernau
6. Bayliss
7. Checa
8. Ukawa
9. Aoki
10. Nakano
11. Barros
12. Melandri
13. Edwards
14. Roberts
15. Hayden
16. Abe
17. Haga
18. Jacque
19. Tamada
20. McCoy
21. Hofmann
22. Hopkins
23. Kiyonari
24. Pitt
25. de Gea