Franco Morbidelli edged Petronas SRT Yamaha team-mate Fabio Quartararo by two-tenths in the third practice session for MotoGP's Malaysian Grand Prix at Sepang.
Morbidelli jumped into the top spot with nine of the 45 minutes to go, his initial benchmark a 1m59.074s.
He then improved to a 1m58.761s during a frantic final run, enough to hold off Quartararo by a couple of tenths.
But it's Quartararo who will still head into qualifying as the outright pacesetter, thanks to his record-breaking 1m58.576s on Friday afternoon.
Marc Marquez was best of the rest with a 1m59.066s, the world champion steadily improving throughout his final run.
Having set the pace up until the final 10 minutes, Maverick Vinales settled into fourth place with a 1m59.074s.
Jack Miller was best of the Ducatis in fifth, the Australian spending much of the session on the Q1/Q2 bubble before securing his direct passage to the pole session with a 1m59.227s.
His Pramac team-mate Francesco Bagnaia grabbed a Q2 slot of his own with a 1m59.253s during the final runs, which left him sixth - just clear of Alex Rins.
Returnee Johann Zarco was the big surprise of the session, a 1m59.486s leaving him eighth on the timesheets and sending him straight into Q2. That was despite an early low-speed fall at the first corner, from which he was able to remount and recover with a bump-start from the marshals.
Zarco's performance was bad news for his LCR Honda team-mate Cal Crutchlow, who, after a rollercoaster of a session in which he was in Q2 one minute and out the next, was bumped out for good by Zarco's lap.
It was a similar story for Joan Mir, the Suzuki rider temporarily occupying a Q2 spot after knocking Crutchlow out early, before falling short as Bagnaia and Zarco improved at the end.
Valentino Rossi and Andrea Dovizioso both finished outside the top 10 for the session, the former 12th and the latter 14th, but clung on to Q2 spots thanks to their Friday times.
Riders having to go through Q1 include Danilo Petrucci (13th), Pol Espargaro (16th) and Jorge Lorenzo, whose miserable weekend continued with the 17th fastest time in practice three.
Practice three times
|1||Franco Morbidelli||Petronas Yamaha||1m58.761s||-||17|
|2||Fabio Quartararo||Petronas Yamaha||1m58.977s||0.216s||19|
|5||Jack Miller||Pramac Ducati||1m59.227s||0.466s||17|
|6||Francesco Bagnaia||Pramac Ducati||1m59.253s||0.492s||17|
|8||Johann Zarco||LCR Honda||1m59.486s||0.725s||17|
|10||Cal Crutchlow||LCR Honda||1m59.535s||0.774s||18|
|15||Karel Abraham||Avintia Ducati||2m00.290s||1.529s||15|
|20||Hafizh Syahrin||Tech3 KTM||2m01.980s||3.219s||16|