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Eintracht Frankfurt stunned Barcelona with a dramatic victory at the Nou Camp to set up a Europa League semi-final against West Ham.
After the first leg had finished 1-1, the German side stormed into a 3-0 lead in the second and looked in control before two late goals for Barcelona.
Filip Kostic's penalty and Rafael Borre's superb strike were followed by another for Kostic after the break.
But Sergio Busquets' effort and Memphis Depay's penalty set up a tense finish.
Frankfurt defender Evan Ndicka was also sent off for a second yellow card for what looked a soft foul on Luuk de Jong for the spot-kick, with nine minutes added on following a VAR malfunction.
But Frankfurt, who sit ninth in the Bundesliga and won this competition in its previous guise in 1980, saw out a memorable victory to the delight of their almost 30,000 travelling fans.
After the match, Barcelona manager Xavi was critical of the fact that so many away fans were able to gain access to the stadium.
Barcelona president Joan Laporta told his club's television channel: "Frankly what happened makes me feel embarrassed and ashamed. There were many fans of the other team and not many of ours.
"I'm very sorry for what has happened.
"What we can avoid are certain situations but as of now, we will have to be much more strict. We can't allow these situations to happen."
Barcelona, on a superb run since the arrival of Xavi as manager, did not know how to cope with the Bundesliga outfit's clinical counter-attacks and Frankfurt could have had more.
Xavi called the situation regarding the fans a "miscalculation" as his side had a 15-game unbeaten run ended.
"I've tried to tell the players that the important thing is what happens on the pitch, but logically this could have affected us. It's very clear," said the Barcelona boss.
"We've tried to focus on the game and we've not been good. It has nothing to do with one thing and the other. It's not an excuse.
"It hasn't helped us, but on the pitch, we haven't been good, and we haven't competed."
Frankfurt's Kostic slotted the first from the spot following a foul by Eric Garcia but the goal of the game came from Borre, who thundered a strike into the roof of the net from distance.
The hosts had chances of their own and Pierre-Emerick Aubameyang headed over in the first half before failing to connect with Ousmane Dembele's low cross in the second.
Busquets saw an initial effort ruled out for offside in added time before sparking a dramatic finish with a well-taken goal, but the hosts ran out of time after Depay's penalty just crept over the line.
It means Frankfurt can look forward to a semi-final against David Moyes' Hammers.
Line-ups
Barcelona
Formation 4-3-3
- 1ter Stegen
- 22MinguezaSubstituted forDestat 62'minutes
- 4Araújo
- 24GarcíaBooked at 3minsSubstituted forde Jongat 70'minutes
- 18Alba
- 16GonzálezSubstituted forde Jongat 45'minutes
- 5Busquets
- 30PáezBooked at 28mins
- 7DembéléBooked at 90mins
- 25AubameyangSubstituted forTraoréat 61'minutes
- 19TorresSubstituted forDepayat 80'minutes
Substitutes
- 2Dest
- 6Puig Martí
- 9Depay
- 11Traoré
- 12Braithwaite
- 13Murara Neto
- 15Lenglet
- 17de Jong
- 21de Jong
- 28González Iglesias
- 31Balde Martínez
- 36Tenas
Frankfurt
Formation 3-4-2-1
- 1TrappBooked at 90mins
- 18TouréSubstituted forHasebeat 90+9'minutes
- 13Hinteregger
- 2NdickaBooked at 90mins
- 36KnauffBooked at 90minsSubstituted forChandlerat 90+9'minutes
- 6JakicBooked at 24mins
- 17RodeSubstituted forHrusticat 80'minutesBooked at 83mins
- 10Kostic
- 29LindstrømSubstituted forHaugeat 80'minutes
- 15Kamada
- 19BorréSubstituted forAcheat 90'minutes
Substitutes
- 7Hrustic
- 9Lammers
- 20Hasebe
- 21Ache
- 22Chandler
- 23Hauge
- 24da Costa
- 25Lenz
- 27Barkok
- 31Grahl
- 39Mendes Paciência
- 47Horz
Referee:Artur Manuel Soares Dias
Live Text
Match ends, Barcelona 2, Eintracht Frankfurt 3.
Second Half ends, Barcelona 2, Eintracht Frankfurt 3.
Kevin Trapp (Eintracht Frankfurt) is shown the yellow card.
Goal! Barcelona 2, Eintracht Frankfurt 3. Memphis Depay (Barcelona) converts the penalty with a right footed shot to the centre of the goal.
Second yellow card to Obite Evan Ndicka (Eintracht Frankfurt) for a bad foul.
Penalty Barcelona. Luuk de Jong draws a foul in the penalty area.
Penalty conceded by Obite Evan Ndicka (Eintracht Frankfurt) after a foul in the penalty area.
Substitution, Eintracht Frankfurt. Timothy Chandler replaces Ansgar Knauff.
Substitution, Eintracht Frankfurt. Makoto Hasebe replaces Almamy Touré.
Ansgar Knauff (Eintracht Frankfurt) is shown the yellow card for a bad foul.
Sergio Busquets (Barcelona) wins a free kick in the defensive half.
Foul by Ansgar Knauff (Eintracht Frankfurt).
Obite Evan Ndicka (Eintracht Frankfurt) is shown the yellow card.
Ousmane Dembélé (Barcelona) is shown the yellow card.
Offside, Barcelona. Ronald Araújo tries a through ball, but Luuk de Jong is caught offside.
Attempt blocked. Ronald Araújo (Barcelona) right footed shot from the centre of the box is blocked. Assisted by Jordi Alba.
Attempt missed. Ronald Araújo (Barcelona) header from the centre of the box is close, but misses to the right. Assisted by Ousmane Dembélé with a cross.
Goal! Barcelona 1, Eintracht Frankfurt 3. Sergio Busquets (Barcelona) right footed shot from outside the box to the bottom left corner.
Attempt blocked. Luuk de Jong (Barcelona) right footed shot from the centre of the box is blocked. Assisted by Adama Traoré with a cross.
Substitution, Eintracht Frankfurt. Ragnar Ache replaces Rafael Borré.