Scott Dixon denied Will Power pole position for the IndyCar Series' Motegi round, but Power will still start seven places ahead of title rival Dario Franchitti, who could only manage ninth.
The result is only the second time all year that Penske driver Power has been beaten to pole on a road course, with Dixon (Ganassi) having already been the man who ended his pole streak at Lexington last month.
Power hung back early in the Fast Six session, letting his rivals fight for provisional pole. Ganassi's Graham Rahal was fastest initially, with first a 1m38.6055s then a 1m38.5946s.
Dixon beat him with a 1m38.4027s just as Power finally started a quick lap. But the Australian's 1m38.4194s fell short, and he could not improve on his final shot - while Dixon edged further out of reach with a 1m38.3918s to guarantee his pole. Rahal remained third, having been quickest in both group one and the top 12 segment.
All three Penske drivers made it to the final segment. Ryan Briscoe and Helio Castroneves will line up fourth and sixth, sandwiching Newman/Haas' impressive rookie James Hinchcliffe.
Franchitti's ninth place was his worst qualifying result on a road course since Long Beach in April 2010 - although he was little more than a tenth of a second away from the sixth position required to make it into the pole shoot-out.
The points leader will start behind an all-rookie fourth row, as Charlie Kimball (Ganassi) and James Jakes (Dale Coyne) delivered by far the best qualifying performances of their short IndyCar careers so far.
While Jakes made it through, his team-mate Sebastien Bourdais was bumped out of the top 12 cut-off by Marco Andretti after a mistake on his final lap.
Andretti, who would qualify 10th, was the only member of his Andretti Autosport team to make it beyond the group stages, with Ryan Hunter-Reay, Mike Conway and Danica Patrick ending up 17th, 20th and 23rd respectively.
Another surprise from the early rounds was that Newman/Haas' Oriol Servia, who had been second in final practice, was only eighth in group two after flat-spotting his tyres on his best lap. He starts 16th.
Returnee Hideki Mutoh was unable to replicate his promising practice form for AFS/Sam Schmidt Motorsports so starts 22nd, while Tony Kanaan's off-the-pace weekend continued in the third KV car and he was slowest of all in group one.
The best of the KV drivers was Takuma Sato, who delivered 11th place for his home fans. He shares row six with a 'local' driver of sorts, as Formula Nippon star Joao Paulo de Oliveira continued to impress on his IndyCar debut for Conquest by making it to the top 12 session.