Carpenter, IndyCar's only owner/driver, delivered the big surprise on Pole Day at Indianapolis Motor Speedway clocking a four-lap average speed of 228.762 mph in his Chevrolet powered Dallara around the sprawling 2.5 mile oval.
Rookie Colombian Carlos Munoz was second fastest.
Munoz, who currently leads the Indy Lights (IndyCar's development series) driver's standings will do double duty with the Freedom 100 and Indy 500 next week.
Starting on the outside of row one in next Sunday's race is Marco Andretti, grandson of former-Formula One and Indy champion Mario Andretti.
"(Two series) victories were great, but an Indianapolis 500 pole is the best," said the 32-year-old Carpenter, who has two wins in 132 career starts and a decade of racing on the IndyCar circuit. "This is the start of a dream come true.
"This is just the first part of what we want to do. To fight with the Penskes and Andrettis is an accomplishment in itself."
Early showers delayed the start of qualifying but the cool, damp conditions could not distract Carpenter, who muscled his way into the 'Fast Nine' to set up a David and Goliath showdown for pole against two of IndyCar's giants Team Penske and Andretti Autosport.
All five drivers from Andretti Autosport and all three Team Penske cars qualified for the Fast Nine shootout leaving Carpenter, the stepson of IndyCar Series founder Tony George, to stand alone against the Penske/Andretti juggernaut.
The second row of the grid will feature Venezuelan EJ Viso, American A.J. Allmendinger and Australian Will Power.
Brazil's Helio Castroneves, who started from pole four times at the Indy 500 winning three, will start from the middle of row three between reigning series champion Ryan Hunter-Reay and Canadian James Hinchcliffe, twice a winner this season.
Briton's Dario Franchitti, another three-time Indy 500 winner, qualified 17th while Takuma Sato, who became the first Japanese driver to win an IndyCar race earlier this season, was 18th.
Swiss Simona De Silvestro was the only woman to qualify on Saturday after Brazil's Ana Beatriz and Britain's Pippa Mann failed to secure a spot.
Drivers, however, will have another chance to qualify on Sunday when the final nine spots in the 33 car field will be filled
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