Charles Leclerc continued his strong start to the Spanish GP by taking the pole position.
The Championship leader did not have everything going his way though, as he had to overcome a spin and a very motivated Max Verstappen who lost out on pole because of faulty Red Bull.
After Leclerc topped Q1, Verstappen hit back with the fastest time of Q2 with Mercedes showing massive improvement to sit just behind the Ferrari and Red Bull throughout the first two qualifying segments.
Leclerc then spun on his first run in Q3, leaving Verstappen at the top.
But the championship leader re-emerged after a while to go top with a time of 1m 18.750s.
Max Verstappen was storming towards his pole time before his Red Bull appeared to suffer a loss of power and the reigning champion lost out by an eventual 0.323s giving Leclerc the Spanish GP Pole position.
Carlos Sainz was another tenth off in third place.
George Russell piped Sergio Perez to P4 with the Mexican rounding out the top five ahead of Lewis Hamilton in the other Mercedes.
Valtteri Bottas finished a fighting seventh while Kevin Magnussen took eighth with his teammate Mick Schumacher making it to Q3 for the first time before finishing 10th with Daniel Ricciardo in P9 for McLaren between the Haas pair.
Lando Norris had his Q2 lap time deleted for a Turn 12 track limit infringement and ended up 11th, followed by Alpine’s Esteban Ocon and then the AlphaTauris of Yuki Tsunoda and Pierre Gasly in P13 and P14, respectively.
Zhou Guanyu could only qualify P15 for Alfa Romeo and the heavily upgraded Aston Martins of Sebastian Vettel and Lance Stroll qualified 16th and 18th, respectively.
Between them was Alpine’s home hero Fernando Alonso, the two-time champion a surprise exclusion for Q2 in P17.
Williams rounded out the provisional qualifying standings with Alex Albon P19 and Nicholas Latifi P20.