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Arsenal qualified for the Women's Champions League knockout stage despite a 4-1 defeat by Hoffenheim in their final group match.
The German side, who lost the reverse fixture 4-0 in October, failed to progress to the last eight despite putting four goals past the Gunners.
Jule Brand opened the scoring for the hosts before a Laura Wienroither own goal put the sides level at half-time.
Chantal Hagel netted twice and Gia Corley once as Hoffenheim scored three times in five minutes early in the second half as the German side ran out winners.
Jonas Eidevall's Arsenal side needed to avoid defeat by five or more goals to advance to the last eight, and having put four goals past these same opponents at home on matchday two, they went into the game full of confidence.
Despite the loss, the Gunners finished second behind defending champions Barcelona in Group C on nine points.
Gunners captain Kim Little returned to the starting line-up but the north London side were without two-time World Cup winning United States forward Tobin Heath, who was missing with a muscle injury.
The hosts showed their intention to press high from kick-off, but Arsenal dominated possession early on and Vivianne Miedema headed off target after a cross from Frida Maanum in the visitors' first attempt of the game.
Minutes later Beth Mead tested Martina Tufekovic in the Hoffenheim goal as the England forward was the source of Arsenal's most threatening attacks on the break.
Against the run of play in the early stages, Hoffenheim took the lead on 21 minutes as Brand ran on to a perfectly-weighted pass from Corley. The 19-year-old picked her spot and finished past an advancing Williams at the near post.
Tufekovic produced an excellent save to deny Little as the Gunners looked for an immediate response.
Mead forced the Hoffenheim keeper into action again minutes later, only for defender Wienroither to turn the rebound into her own net.
The Gunners were punished early in the second half for repeatedly giving away possession as two quick-fire goals from Hagel put Hoffenheim 3-1 up. Her first was a precise finish inside the box before a brilliant effort from the edge of the area.
Corley added a fourth from Brand's cross just two minutes later, but it was not enough to stop the Gunners advancing to the quarter-finals for a 14th time.
The defeat was Arsenal's third in four games. They now host Brighton & Hove Albion on Sunday looking to extend their lead at the top of the Women's Super League table.
Line-ups
TSG 1899 Hoffenheim Ladies
Formation 4-4-2
- 1Tufekovic
- 26WienroitherSubstituted forSteinertat 84'minutes
- 4Specht
- 31Feldkamp
- 9Naschenweng
- 22LinderSubstituted forBillaat 66'minutes
- 33Dongus
- 7HagelSubstituted forHarschat 78'minutes
- 29Brand
- 10CorleySubstituted forKocsánat 84'minutes
- 6De Caigny
Substitutes
- 11Kocsán
- 14Degen
- 16Billa
- 17Harsch
- 18Fühner
- 19Steinert
- 27Leimenstoll
- 28von Schrader
Arsenal Women
Formation 4-4-2
- 18Williams
- 4Patten
- 5BeattieBooked at 68mins
- 7Catley
- 15McCabe
- 9MeadSubstituted forParrisat 61'minutes
- 13WältiBooked at 78mins
- 12Maanum
- 23IwabuchiSubstituted forNobbsat 61'minutes
- 10Little
- 11MiedemaSubstituted forSchnaderbeckat 90+3'minutes
Substitutes
- 3Wubben-Moy
- 8Nobbs
- 14Parris
- 19Foord
- 20Boye Sørensen
- 22Schnaderbeck
Live Text
Match ends, TSG 1899 Hoffenheim Ladies 4, Arsenal Women 1.
Second Half ends, TSG 1899 Hoffenheim Ladies 4, Arsenal Women 1.
Katie McCabe (Arsenal Women) wins a free kick in the defensive half.
Foul by Judith Steinert (TSG 1899 Hoffenheim Ladies).
Attempt missed. Jule Brand (TSG 1899 Hoffenheim Ladies) with an attempt from the centre of the box misses to the left. Assisted by Nicole Billa with a cross following a corner.
Corner, TSG 1899 Hoffenheim Ladies. Conceded by Lia Wälti.
Substitution, Arsenal Women. Viktoria Schnaderbeck replaces Vivianne Miedema.
Attempt missed. Fabienne Dongus (TSG 1899 Hoffenheim Ladies) right footed shot from outside the box misses to the left. Assisted by Franziska Harsch.
Attempt blocked. Judith Steinert (TSG 1899 Hoffenheim Ladies) right footed shot from outside the box is blocked.
Foul by Anna Patten (Arsenal Women).
Petra Kocsán (TSG 1899 Hoffenheim Ladies) wins a free kick in the attacking half.
Attempt saved. Jordan Nobbs (Arsenal Women) right footed shot from the left side of the box is saved in the centre of the goal. Assisted by Vivianne Miedema.
Attempt saved. Vivianne Miedema (Arsenal Women) left footed shot from the centre of the box is saved in the bottom left corner. Assisted by Katie McCabe.
Attempt saved. Petra Kocsán (TSG 1899 Hoffenheim Ladies) right footed shot from outside the box is saved in the centre of the goal.
Foul by Jennifer Beattie (Arsenal Women).
Fabienne Dongus (TSG 1899 Hoffenheim Ladies) wins a free kick in the attacking half.
Substitution, TSG 1899 Hoffenheim Ladies. Petra Kocsán replaces Gia Corley.
Substitution, TSG 1899 Hoffenheim Ladies. Judith Steinert replaces Laura Wienroither.
Nikita Parris (Arsenal Women) wins a free kick in the defensive half.
Foul by Katharina Naschenweng (TSG 1899 Hoffenheim Ladies).
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