Samu Chukueze scored two minutes from time for Villarreal on Tuesday to stun Bayern Munich and send the Bundesliga giants crashing out of the Champions League quarter-finals.
Chukueze finished a slick counter-attack to rescue a 1-1 second leg draw for Villarreal in Munich, a week after their 1-0 win at home, to reach the last four for the second time in their history.
Robert Lewandowski had levelled the tie on aggregate early in the second half but Bayern could not find a winner and were hit by a sucker punch.
Bayern boss Julian Nagelsmann told Amazon Prime Video the previous defeat "was the key, we lost the duel there.
"Today we have done very well, it was one of the best games of the past months."
But it is Unai Emery's 'Yellow Submarine' who are now in the semi-finals of the elite continental competition having won the Europa League last season. They will meet the winner of Liverpool v Benfica from Wednesday, with the Reds defending a 3-1 lead at Anfield.
Holders Chelsea meanwhile came agonizingly close to achieving a miracle in Madrid as they led Real 3-0 at one point to overturn their 3-1 home defeat
But Rodrygo took the game to extra-time and Karim Benzema, who struck a hat-trick in London, grabbed a 95th minute winner for a 5-4 aggregate triumph despite a 3-2 loss on the night.
The record champions could play city rivals Atletico in the other semi if Diego Simeone's men can salvage a 1-0 deficit to Manchester City.
In Munich, Bayern laboured through the first half with only Jamal Musiala's header, straight at Geronimo Rulli, threatening a breakthrough.
But they upped their performance after the restart and Thomas Müller won possession to set up Lewandowski to finish well from the edge of the box in the 52nd minute.
Bayern controlled the ball but Villarreal defended brilliantly and seized their chance when it came. Gerard Moreno crossed and substitute Chukueze's half-hit finish deceived Manuel Neuer to settle the tie.
"If you take just this game into account, without the first game, we should have gone through convincingly," Müller said. "It's difficult to accept this; I don't know what to say."
Villarreal were understandably delighted. "Ever since the draw paired us with Bayern, we have been telling ourselves that we could do it," said Moreno.
"The belief and the way this team competes has helped us to achieve it."
Chelsa, close to a great comeback
Chelsea came close to one of the all-time great Champions League comebacks in the Santiago Bernabéu as Mason Mount (15) and Antonio Rüdiger (51), with a towering header, levelled the tie in the absence of the away goals rule.
"Not many teams can come here and dominate them like we did," Rüdiger told BT Sport. "But then their individual class came to light, and now we are here.”
Marco Alonso's goal was ruled out before Timo Werner skipped past two defenders on the left and found the net with a deflection in the 75th minute.
Real hit back immediately with a stunning outside of the foot pass from Luka Modric finding substitute Rodrygo, who volley home with almost his first touch.
“It is unbelievable. We were dead until the goal we scored," Modric said. "In this competition, experience helps, but for me Chelsea are the most difficult to play against.
"But we showed great character and desire. It is a defeat that feels very sweet."
And when Vinicius crossed for Benzema to bullet home a header Real somehow did enough to progress when they held out against a last few frantic attacks.