Sebastian Vettel claimed his fourth pole position of 2010 by eight hundredths of a second from teammate Mark Webber in qualifying in Valencia.
Lewis Hamilton will start tomorrow's race from third, sharing the second row with home favourite Fernando Alonso.
Felipe Massa starts just behind his Ferrari teammate, with Robert Kubica and Jenson Button qualifying behind the Brazilian in sixth and seventh.
The two Williams qualified eighth and ninth with identical qualifying times, but Nico Hulkenberg will start ahead of Rubens Barrichello by virtue of setting his lap time first. Vitaly Petrov makes up the top ten for tomorrow's grid.
It was a disappointing qualifying session for Force India and Mercedes. Both teams failed to get either car out of Q2. Michael Schumacher could only qualify fifteenth.
Red Bull was first and third in the morning practice session, with Vettel and Webber split by the Renault of Robert Kubica. McLaren, who had been expected to have the car to beat around Valencia, could only manage ninth and tenth fastest, whilst Michael Schumacher struggled in fifteenth and looked a liability for Q2 this afternoon.
Before that, the business of Q1, where the three new teams and one other unfortunate driver were due to go out. As the chequered flag fell in Q1, it was Schumacher sat in the ignominious eighteenth spot. The seven-time world champion jumped up into twelfth on his final lap, leaving Kamui Kobayashi as the unfortunate driver to go out at this stage. There were suggestions over the team radio that Schumacher was carrying of a power-steering problem throughout the session.
Lotus, who are celebrating their 500th grand prix this weekend, were over a second ahead of the other new teams as Jarno Trulli out-qualifyied Heikki Kovalainen. Lucas di Grassi was ahead of Timo Glock as Virgin Racing took P21 and P22, while Karun Chandhok and Bruno Senna were stuck on the back row in the Hispanias.
Hamilton, Alonso, Vettel and Kubica traded places at the top of the timesheets, with the Pole there at the front at the end of the session with a time of 1:38.132.
With a look forward to next year, the 107% time for Q1 was 1:45.001 (by my calculations). The Hispania drivers were well inside this.
The Red Bull drivers showed their true pace in Q2, with Vettel setting the fastest time, and Webber the second fastest. Both Williams and both Renaults made it through to the top ten shoot out but, surprisingly, both the Force India drivers and both Mercedes drivers failed to make it through.
Schumacher's near miss in Q1 didn't inspire high hopes for the remainder of qualifying, and the German only managed fifteenth in Q2. He was six tenths off the pace of his teammate Nico Rosberg, who only qualified twelfth, behind the Toro Rosso of Sebastien Buemi.
Adrian Sutil and Tonio Liuzzi will start tomorrow's race P13 and P14, ahead of Schumacher, while Pedro de la Rosa and Jaime Alguersuari will start behind the Mercedes in P16 and P17.
In Q3, Lewis Hamilton was the first to break the 98 second barrier, but Mark Webber was across the line shortly afterwards to beat the Brit's time.
The frontrunners then all dived into the garage to prepare themselves for their final assault on pole position. The two Ferraris were first to set a time in this stint, but both failed to make an impression on Webber's time. Home favourite Alonso started another flying lap, but had a poor first sector.
As the chequered flag came out to signal the end of the session, Sebastian Vettel knocked his teammate off the top of the timesheets, improving on Webber's time by over a quarter of a second. All his rivals however, were still to set their times.
Hamilton messed up his lap, and Mark Webber couldn't beat Vettel either. Button and Kubica also failed, leaving Vettel to claim Red Bull's eighth pole position in nine races.