Fabio Quartararo led a shock SRT one-two at Jerez for a maiden MotoGP pole, while Yamaha stablemate Valentino Rossi will start the Spanish Grand Prix 13th.
The 20-year-old Quartararo fired in a record lap of 1:36.880s late on to demote long time session leader Marc Marquez and become the youngest-ever MotoGP polesitter, while team-mate Franco Morbidelli slotted into second for his first premier class front row start.
Marquez put in a 1:36.970s on his opening lap in Q2 to set the pace, though was shadowed by Morbidelli, who put his customer M1 within 0.041s of the pole time.
The Honda rider soon returned to pit lane for the first new tyre of his two-stop strategy, but was unable to better his opening effort, while a moment at Turn 7 on his last lap meant he would not surpass his 1:36.970s.
Rookie Quartararo leapt to the top of the times with a 1:36.880s with just over two minutes remaining, while a 1:36.962s from Morbidelli further demoted Marquez to third.
Championship leader Andrea Dovizioso will head the second row on his Ducati, edging ahead of Q1 graduate Maverick Vinales [Yamaha] and LCR Honda's Cal Crutchlow.
Practice pacesetter Danilo Petrucci could only muster seventh from his GP19, and crashed at the first corner at the end of the session.
Takaaki Nakagami headed Suzuki's Alex Rins on his year-old LCR Honda, with Francesco Bagnaia [Pramac], Honda's Jorge Lorenzo – who crashed at Turn 2 late on – and the sister Suzuki of Joan Mir.
Rossi did lead the way in Q1 in the early stages, and still held a Q2 place as the session entered its dying moment.
However, a late 1:37.299s lap from protege Bagnaia on the Pramac GP18 pushed Rossi out of the top two, while a small slide at the Pons corner on his final gambit ensured the Yamaha rider would be denied Q2 progression by just 0.072s.
HRC test rider Stefan Bradl was just a tenth outside of moving into Q2 on his first wildcard appearance of the year, and will line up 14th behind Rossi, with Jack Miller on the second Pramac Ducati 15th after a late tumble at Turn 2.
Bradley Smith will start his second wildcard race of 2019 19th on the Aprilia, while team-mate Andrea Iannone brings up the rear of the field having been unable to set a time in qualifying after crashing in FP4 at the Criville corner.
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