The Tickford ace was a quiet achiever throughout the first two segments of the three-part qualifying session, his progression comfortable, but not spectacular.
He didn't necessarily look like a pole contender on the first run in the final segment, either, however that quickly change when it came to the final run.
Waters found himself perfectly placed behind Davison on track as the pair battled it out for pole.
It was Davison that got the upper hand on the first lap, before Waters surprised everyone – including himself – by improving on his second lap to nab pole with a 50.536s.
"It was out of nowhere," said Waters. "It was really weird. I thought we were doing an 80 per cent lap and then the other guys got on with it, so I thought I should go with them. And it was quick enough for pole.
"I was a bit surprised. The car was pretty ordinary in Practice 2, it wasn't too bad in Practice 1, so we made it better again. Massive thanks to my team."
Broc Feeney, who had never driven around Symmons Plains until Practice 1 earlier today, was hugely impressive as he stormed to third on the grid.
He'll be joined on the second row by Brodie Kostecki who led the way for the Erebus squad.
Shane van Gisbergen ended up just fifth fastest after spending much of the session looking very much the pole favourite.
The Kiwi was able to consistently bang out 50.6s laps on the same set of rubber as he progressed through the first two segments and led the way in Q3.
However a switch to greens at the end of the final segment didn't yield a time good enough for any better than fifth.
The latter appeared to be dealing with a power steering issue throughout qualifying, his car leaking fluid in the lane and showing signs on smoke on track.
David Reynolds, meanwhile, went from topping Q1 to qualifying just 15th after Q2, after losing three-tenths with a locked front brake on his critical lap.
There were some big names that didn't even make it out of Q1, the most surprising Tim Slade, who was only good enough for 23rd on the grid.
Lee Holdsworth did slightly better with 20th, but was left to rue an off on his first run that cost him a proper shot at getting into Q2.
"It was really hard," said Holdsworth. "I locked a front on the first run and [the lap] probably would have put us in a decent position. But I'm not able to get any rotation on the thing and it gets worse every lap."
|1||6||Cameron Waters||Ford Mustang GT||50.536|
|2||17||Will Davison||Ford Mustang GT||50.563|
|3||88||Broc Feeney||Holden Commodore ZB||50.602|
|4||99||Brodie Kostecki||Holden Commodore ZB||50.617|
|5||97||Shane van Gisbergen||Holden Commodore ZB||50.643|
|6||5||James Courtney||Ford Mustang GT||50.713|
|7||8||Andre Heimgartner||Holden Commodore ZB||50.742|
|8||20||Scott Pye||Holden Commodore ZB||50.764|
|9||35||Todd Hazelwood||Holden Commodore ZB||50.775|
|10||34||Jack Le Brocq||Holden Commodore ZB||50.856|
|11||18||Mark Winterbottom||Holden Commodore ZB||50.759|
|12||11||Anton De Pasquale||Ford Mustang GT||50.775|
|13||25||Chaz Mostert||Holden Commodore ZB||50.878|
|14||55||Thomas Randle||Ford Mustang GT||50.894|
|15||26||David Reynolds||Ford Mustang GT||50.913|
|16||22||Chris Pither||Holden Commodore ZB||50.931|
|17||2||Nick Percat||Holden Commodore ZB||50.959|
|18||9||Will Brown||Holden Commodore ZB||50.972|
|19||96||Macauley Jones||Holden Commodore ZB||51.169|
|20||76||Garry Jacobson||Holden Commodore ZB||51.304|
|21||10||Lee Holdsworth||Ford Mustang GT||51.091|
|22||14||Bryce Fullwood||Holden Commodore ZB||51.102|
|23||3||Tim Slade||Ford Mustang GT||51.114|
|24||56||Jake Kostecki||Ford Mustang GT||51.124|
|25||4||Jack Smith||Holden Commodore ZB||51.256|
|View full results|