Manchester City, seemingly down and out as they trailed Bayern Munich 2-0 after 12 minutes, hit back for a stunning 3-2 away win to end the Germans team's run of 10 consecutive Champions League wins on Tuesday.
Bayern appeared to be strolling to another win as Thomas Mueller and Mario Goetze, helped by poor defending, put the defending champions quickly in control.
City, missing several regulars, composed themselves and David Silva began the fightback with a goal just before the half-hour. Aleksandar Kolarov levelled with a penalty in the 59th minute and James Milner side-footed the winner three minutes later.
Both teams had already qualified for the knockout phase and finish Group D with 15 points each, Bayern keeping top spot on their head-to-head record.
It was Bayern's second defeat since Pep Guardiola took over as coach this season, the first having come in the season-opening German Super Cup.
Bayern, who had won their last 11 games in all competitions, went ahead with a simple goal after only five minutes.
Dante sent a long, raking diagonal ball out of defence and Mueller got behind his marker and placed the ball behind Joe Hart.
Bayern scored again in the 12th minute helped by woeful City defending at a corner. The ball fell at the feet of Mario Mandzukic and he had time to slip it to Goetze, who stroked the ball home from close range.
City showed signs of life and pulled a goal back in the 29th minute, when Jesus Navas crossed from the right, Milner headed the ball back across goal at the far post, and David Silva scored from close range.
Bayern appeared to have lost concentration but there was still an air of disbelief when Milner was tripped by Dante, going down under minimal contact, and Kolarov converted a low penalty to Manuel Neuer's right.
The hosts barely had time to recover from that when Jerome Boateng failed to clear a low cross from Navas and Milner confidently placed his shot low into the far corner.
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