Manchester City's Champions League campaign ended in disappointment as they beat Bayern Munich but finished behind Napoli, who secured the win they needed against Villarreal.
The odds were always against City after their defeat in Napoli - but they were offered brief hope of reaching the knockout phase as goals either side of the interval from David Silva and Yaya Toure put them in command against Bayern.
For a few tantalising moments City looked set to claim the precious qualifying place as Napoli struggled to break down Villarreal, but Etihad Stadium was plunged into eerie silence as news of the Italians' goals in Spain filtered through.
And on a black night for Manchester, City must now take their place alongside neighbours United - who also went out after losing 2-1 away to Basel - in the Europa League after learning harsh lessons of life in the Champions League during their first campaign.
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Roberto Mancini's side have swept to the top of the Premier League, but even this expensive and richly talented side found the adjustment to Europe's elite competition a tough one, paying a heavy price for losses away to Bayern and the ultimately decisive defeat in Naples.
City will now make the Premier League an even bigger priority, while regrouping and planning again for what they hope will be another tilt at the Champions League next season.
Their ambition of qualifying from the group stage was helped by Bayern coach Jupp Heynckes' decision to relegate many of his key players to the bench, having already won the group. Goalkeeper Manuel Neuer, Philipp Lahm, Mario Gomez, Franck Ribery and Thomas Mueller all watched from the sidelines.
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Manchester City's tally of 10 points would have been enough to progress in six of the seven other groups
The change in personnel did not disrupt the discipline and organisation that is Bayern's trademark, however, as City were frustrated in all their attempts to exert early superiority.
City felt they were victims of an injustice after 16 minutes when Silva's free-kick floated straight in, but French official Stephane Lannoy adjudged that Joleon Lescott had fouled keeper Jorg Butt.
The breakthrough came six minutes before the interval, courtesy of another moment of instinctive skill from the magical Silva. Edin Dzeko's touch sat up nicely for the Spaniard and he made a difficult opportunity look easy by firing a wonderful left-foot volley into the bottom corner of Butt's goal.
City gained confidence from the strike and almost added a second immediately as Sergio Aguero cut through Bayern's defence only to see Jerome Boateng clear off the line.
Silva then forced another save from Butt with Gareth Barry shooting over from the rebound as City ended the half in the ascendancy.
"Mancini can absorb the lessons and regard the Europa League, no matter how it is viewed elsewhere, as an opportunity to win another trophy. It will not be a priority but City have the strength of squad to make a go of it."
And that supremacy was confirmed six minutes after the resumption with their second goal. Dzeko was again involved, slipping a neat pass through to the foraging Toure, who poked a right-foot finish past Butt.
City's fans were dreaming of achieving what had looked unlikely before kick-off and reaching the last 16, but the celebrations were snuffed out once Napoli took charge against Villarreal.
Having worked so hard to reach the Champions League, elimination will be a bitter blow for Mancini and City as they join neighbours United in Europe's second-string competition.
Live Text Commentary
Full Time The referee blows his whistle to end the game.90:00 +1:47
The assistant referee flags for offside against Adam Johnson. Indirect free kick taken by Marcio Rafinha.88:32
Effort from deep inside the area by Adam Johnson misses to the right of the goal.84:15
Foul by Mario Balotelli on Jerome Boateng, free kick awarded. Jerome Boateng restarts play with the free kick.83:39
Vincent Kompany gives away a free kick for an unfair challenge on Ivica Olic. Direct free kick taken by Holger Badstuber.82:50 Substitution
Substitution David Silva goes off and Adam Johnson comes on.82:32
David Alaba has an effort at goal from outside the penalty area missing to the wide left of the goal.82:05
Sergio Aguero takes a shot. Save made by Jorg Butt.80:19 Substitution
Substitution Takashi Usami joins the action as a substitute, replacing Nils Petersen.80:19 Substitution
Substitution (Man City) makes a substitution, with Mario Balotelli coming on for Gnegneri Toure Yaya.79:41
Shot from outside the penalty box by Samir Nasri goes wide right of the goal.77:16
Sergio Aguero fouled by Marcio Rafinha, the ref awards a free kick. Strike comes in from Samir Nasri from the free kick.76:19
Free kick taken by Gnegneri Toure Yaya.76:19 Substitution
Substitution Edin Dzeko goes off and Nigel De Jong comes on.76:19
Sergio Aguero fouled by Holger Badstuber, the ref awards a free kick.75:25
Edin Dzeko takes a shot. Save by Jorg Butt.72:50
Unfair challenge on Danijel Pranjic by Gnegneri Toure Yaya results in a free kick. Free kick taken by Anatoliy Tymoschuk.72:06
Anatoliy Tymoschuk takes a shot. Comfortable save by Joe Hart.70:01
Free kick awarded for an unfair challenge on David Alaba by Gael Clichy. Anatoliy Tymoschuk restarts play with the free kick.67:25
Ivica Olic fouled by Stefan Savic, the ref awards a free kick. Direct free kick taken by Holger Badstuber.
Marcio Rafinha challenges Edin Dzeko unfairly and gives away a free kick. Gael Clichy takes the free kick.64:44
Gareth Barry takes a shot. Save made by Jorg Butt.62:15
Free kick awarded for an unfair challenge on Stefan Savic by Ivica Olic. Vincent Kompany takes the direct free kick.61:21
Shot from outside the area by Edin Dzeko misses to the left of the goal.60:38
Marcio Rafinha crosses the ball, David Alaba takes a shot. Save by Joe Hart.57:30
Free kick awarded for a foul by Marcio Rafinha on David Silva. Free kick taken by David Silva.55:43
Diego Contento fouled by Gareth Barry, the ref awards a free kick. Anatoliy Tymoschuk takes the direct free kick.54:14
Effort from outside the penalty box by Danijel Pranjic goes wide left of the goal.51:17
The assist for the goal came from Edin Dzeko.51:17 Goal scored
Goal! - Gnegneri Toure Yaya - Man City 2 - 0 Bay Munich Gnegneri Toure Yaya finds the back of the net with a goal from inside the penalty box low into the middle of the goal. Man City 2-0 Bayern Munich.47:38
Effort on goal by Edin Dzeko from just inside the area clears the crossbar.46:38
Danijel Pranjic has an effort at goal from just outside the box which goes wide of the right-hand post.45:01
The referee blows his whistle to start the second half.45:00 +1:11 Half time
Half Time The match has reached half-time.44:14
Effort from the edge of the area by Sergio Aguero goes wide of the right-hand post.43:39
Corner taken by Samir Nasri from the right by-line.42:00
David Silva takes a shot. Save by Jorg Butt. Shot by Gareth Barry from inside the six-yard box clear the bar.38:49
Sergio Aguero takes a shot. Blocked by Jerome Boateng.36:02
Assist by Edin Dzeko.36:02 Goal scored
Goal! - David Silva - Man City 1 - 0 Bay Munich David Silva finds the net with a goal from just outside the box to the bottom left corner of the goal. Man City 1-0 Bayern Munich.34:39
The free kick is swung in left-footed by Gareth Barry, Nils Petersen makes a clearance.34:39 Booking
Booking Luiz Gustavo receives a caution.34:29
Luiz Gustavo challenges David Silva unfairly and gives away a free kick.32:05
Jerome Boateng challenges Edin Dzeko unfairly and gives away a free kick. Samir Nasri takes the direct free kick.31:40
Free kick awarded for a foul by Gnegneri Toure Yaya on Ivica Olic. Diego Contento takes the free kick.30:04
Edin Dzeko fouled by Diego Contento, the ref awards a free kick. Direct free kick taken by Gnegneri Toure Yaya.29:21
Gareth Barry gives away a free kick for an unfair challenge on Luiz Gustavo. Anatoliy Tymoschuk takes the free kick.27:03
Corner taken right-footed by David Silva.25:20
Anatoliy Tymoschuk decides to take the corner short.24:52
Anatoliy Tymoschuk takes a shot. Blocked by Gareth Barry.24:20
Corner taken by David Silva, save made by Jorg Butt.24:11
A cross is delivered by Stefan Savic, Diego Contento gets a block in.22:43
Foul by Gareth Barry on Ivica Olic, free kick awarded. Diego Contento restarts play with the free kick.20:02
Unfair challenge on David Alaba by Gael Clichy results in a free kick. Danijel Pranjic takes the direct free kick.19:30
Samir Nasri produces a right-footed shot from just outside the penalty box that misses to the left of the target.19:07
Anatoliy Tymoschuk challenges Samir Nasri unfairly and gives away a free kick. Free kick taken by Samir Nasri.17:57
Inswinging corner taken right-footed by Samir Nasri played to the near post, Nils Petersen makes a clearance.17:16
Strike from close range by Danijel Pranjic clears the bar.14:03
Free kick crossed left-footed by David Silva from right wing, Jorg Butt fouled by Joleon Lescott, the ref awards a free kick. Direct free kick taken by Jorg Butt.14:03 Booking
Booking Ivica Olic receives a caution.13:52
Stefan Savic fouled by Ivica Olic, the ref awards a free kick.12:06
Inswinging corner taken left-footed by Anatoliy Tymoschuk, clearance made by Joleon Lescott. Shot from just outside the box by Danijel Pranjic misses to the left of the goal.11:47
Ivica Olic takes a shot. Joe Hart makes a save.10:46
Luiz Gustavo concedes a free kick for a foul on Gnegneri Toure Yaya. Free kick crossed by Samir Nasri, Joleon Lescott concedes a free kick for a foul on Nils Petersen. Direct free kick taken by Jorg Butt.9:32
Free kick awarded for a foul by Edin Dzeko on Marcio Rafinha. Jorg Butt restarts play with the free kick.7:15
Stefan Savic gives away a free kick for an unfair challenge on Ivica Olic. Free kick taken by Diego Contento.5:59
Header from deep inside the penalty area by Sergio Aguero goes harmlessly over the crossbar.2:13
Unfair challenge on Ivica Olic by Stefan Savic results in a free kick. Anatoliy Tymoschuk restarts play with the free kick.0:55
Unfair challenge on Stefan Savic by Luiz Gustavo results in a free kick. Gnegneri Toure Yaya takes the free kick.0:00
The match gets underway.
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