Dani Pedrosa dominated MotoGP's second practice session at Indianapolis, going fastest early on and spending much of the running more than one second clear of the field.
It wasn't until the final 17 minutes that the pack began to respond to Pedrosa's dominance, and even then only Yamaha's Ben Spies was able to make serious inroads.
The Texan improved his own best several times as he established himself a clear second fastest.
He still ended 0.295s down on Pedrosa, with the Spaniard underlining his complete control by shaving another few hundredths off his personal best in the final minutes to end on a 1m39.783s.
Jorge Lorenzo completed the top three courtesy of a late flyer one minute before the flag, but he was unable to get within seven tenths of Pedrosa.
Tech 3 Yamaha's Andrea Dovizioso and Cal Crutchlow were also late improvers. Both set their fastest times as the chequered flag flew, earning fourth and sixth respectively, sandwiching Honda's Casey Stoner.
Satellite Honda riders Alvaro Bautista (Gresini) and Stefan Bradl (LCR) took seventh and eighth ahead of the two works Ducatis, with Nicky Hayden just over one tenth of a second faster than Valentino Rossi.
On the satellite Pramac Ducati Toni Elias took over from Hector Barbera, the Spaniard having fallen heavily and fractured three vertebrae in the opening session. Elias finished down in 17th.
Pos Rider Bike Time Laps 1. Dani Pedrosa Honda 1m39.783s 19 2. Ben Spies Yamaha 1m40.078s + 0.295s 21 3. Jorge Lorenzo Yamaha 1m40.502s + 0.719s 18 4. Andrea Dovizioso Tech 3 Yamaha 1m40.560s + 0.777s 21 5. Casey Stoner Honda 1m40.623s + 0.840s 14 6. Cal Crutchlow Tech 3 Yamaha 1m41.055s + 1.272s 19 7. Alvaro Bautista Gresini Honda 1m41.072s + 1.289s 19 8. Stefan Bradl LCR Honda 1m41.255s + 1.472s 20 9. Nicky Hayden Ducati 1m41.397s + 1.614s 20 10. Valentino Rossi Ducati 1m41.529s + 1.746s 20 11. Randy De Puniet ART 1m41.855s + 2.072s 20 12. Karel Abraham Cardion Ducati 1m42.279s + 2.496s 19 13. Mattia Pasini ART 1m42.290s + 2.507s 16 14. Aleix Espargaro ART 1m42.360s + 2.577s 18 15. Yonny Hernandez BQR 1m42.761s + 2.978s 16 16. Michele Pirro FTR 1m42.761s + 2.978s 17 17. Toni Elias Pramac Ducati 1m43.095s + 3.312s 20 18. Colin Edwards Suter 1m43.813s + 4.030s 17 19. Ivan Silva BQR 1m44.122s + 4.339s 19 20. James Ellison ART 1m44.127s + 4.344s 19 21. Danilo Petrucci Ioda 1m44.609s + 4.826s 22 22. Aaron Yates BCL 1m46.021s + 6.238s 15