Mark Webber qualified on pole for the Abu Dhabi Grand Prix, pipping Red Bull team-mate Sebastian Vettel with a late run.
Both Lewis Hamilton and Nico Rosberg topped a qualifying segment for Mercedes before Q3, but Red Bull's pace at the crucial moment was too much, leaving the silver cars on row two.
Vettel recorded a 1m40.091s on his first run of Q3, ahead of the two Mercedes, with Webber apparently struggling.
But a great final effort helped the Australian to 1m39.957s and even a late improvement from his four-time world champion team-mate was not enough to deny Webber the top spot.
Rosberg outqualified Hamilton, who spun off on his final run, while Kimi Raikkonen was the top Lotus in fifth.
Nico Hulkenberg continued his fine form for Sauber to take sixth, ahead of Romain Grosjean's Lotus and Felipe Massa's Ferrari.
The times in Q2 were again tight and two big names fell. Ferrari's Abu Dhabi struggles continued, particularly in the final sector, and Fernando Alonso could only qualify 11th, not helped by a minor error.
A similar charge from Jenson Button also failed to get the McLaren driver into the top 10 after what the Briton described as a "very strange" loss of grip since final practice.
With the circuit getting faster and faster in Q1, the last soft-tyred runs proved crucial and it was Sauber's Esteban Gutierrez and Adrian Sutil's Force India who were the midfielders to fall.
Giedo van der Garde topped the Caterham/Marussia battle, while Jules Bianchi (20th fastest) has a five-place grid penalty after his gearbox needed changing thanks to his crash in third practice.
The results remain provisional, with several drivers apparently setting their best laps after running all four wheels over the white lines, which they had specifically been warned not to do.
Pos Driver Team/Car Time Gap
1. Mark Webber Red Bull-Renault 1m39.957s
2. Sebastian Vettel Red Bull-Renault 1m40.075s +0.118s
3. Nico Rosberg Mercedes 1m40.419s +0.462s
4. Lewis Hamilton Mercedes 1m40.501s +0.544s
5. Kimi Raikkonen Lotus-Renault 1m40.542s +0.585s
6. Nico Hulkenberg Sauber-Ferrari 1m40.576s +0.619s
7. Romain Grosjean Lotus-Renault 1m40.997s +1.040s
8. Felipe Massa Ferrari 1m41.015s +1.058s
9. Sergio Perez McLaren-Mercedes 1m41.068s +1.111s
10. Daniel Ricciardo Toro Rosso-Ferrari 1m41.111s +1.154s
Q2 cut-off time: 1m40.989s Gap **
11. Fernando Alonso Ferrari 1m41.093s +0.620s
12. Paul di Resta Force India-Mercedes 1m41.133s +0.660s
13. Jenson Button McLaren-Mercedes 1m41.200s +0.727s
14. Jean-Eric Vergne Toro Rosso-Ferrari 1m41.279s +0.806s
15. Pastor Maldonado Williams-Renault 1m41.395s +0.922s
16. Valtteri Bottas Williams-Renault 1m41.447s +0.974s
Q1 cut-off time: 1m41.884s Gap *
17. Esteban Gutierrez Sauber-Ferrari 1m41.999s +1.306s
18. Adrian Sutil Force India-Mercedes 1m42.051s +1.358s
19. Giedo van der Garde Caterham-Renault 1m43.252s +2.559s
20. Jules Bianchi Marussia-Cosworth 1m43.398s +2.705s
21. Charles Pic Caterham-Renault 1m43.528s +2.835s
22. Max Chilton Marussia-Cosworth 1m44.198s +3.505s
107% time: 1m47.741s
* Gap to quickest in Q1
** Gap to quickest in Q2