World number one Novak Djokovic beat defending champion Andy Murray 6-2 3-6 6-3 in the Madrid Open final.
The defeat means the 28-year-old Briton will lose his world number two ranking to Roger Federer on Monday.
The Scot was blown away in the opening set, but fought back to level, only to fall to the Serb's power and accuracy in the decider.
Djokovic now moves ahead of Spain's Rafael Nadal with a record 29 ATP Masters 1000 titles.
The Serb underlined his current dominance as he claimed his fifth title in the past six Masters tournaments but he was pushed hard by Murray, exemplified by a 14-minute final game as Djokovic survived six deuces and seven break points to hold for the match.
"The first couple of break points I remember making two mistakes," said Murray.
"It was kind of back and forth from there and unfortunately I couldn't quite break, which was a shame because both of us on the break points until that last game were pretty clinical."
Djokovic broke Murray's serve in the opening game and the 2011 winner gave a masterclass combining powerful ground shots with brutal accuracy as he found the lines with uncanny regularity.
Murray found his second serve coming under huge pressure and Djokovic duly earned a double break before racing to the first set in just 31 minutes.
In the second, however, the Scot's serve began to click into gear and, having won just 17% of points on his second serve in the first set, he increased it to an impressive 60% in the second.
Djokovic made crucial forehand and backhand errors in the third game before serving a double-fault to be broken for only the second time in the tournament.
The Madrid crowd who were muted as Murray beat local favourite Rafael Nadal 7-5 6-4 in Saturday's semi-finals were now encouraging the Briton, who responded with some of his best tennis of the week as he won the set with a cheeky drop shot from the back of the court.
It was Djokovic's turn to regroup and after a comfortable hold needed just one of two break points to take the early initiative in the decider.
But this was a different Murray from the opening set and the Scot immediately broke back with Djokovic again serving a double fault at the crucial moment.
Again, however, the world number one raised the bar and this time it proved crucial with a decisive break in the sixth game.
"When you play against the best players, you are probably not going to win every single time," said Murray. "But you want to make the matches extremely difficult for them: physically and mentally, so it's not comfortable. So I think at least today I did that, but unfortunately didn't get the win.
"It's been a positive week for me this week overal l- a few years ago I wouldn't have thought I'd be winning against Rafa and then pushing Novak this close on a clay court."
BBC tennis correspondent Russell Fuller
"Murray began the match a shadow of the man who had played so well in Madrid all week. The first set wasn't a contest, but once given an opening by the world number one early in the second, Murray started playing with real conviction, and pushed his man to the limit.
"At 2-2 in the decider the match was genuinely in the balance. Djokovic's response, though, was characteristically brilliant, and after surviving a bout of jitters and a 14-minute final game, he deservedly clinched his record 29th Masters series title."
