Manchester City staged an incredible comeback against European Champions Bayern Munich, coming from 2-0 down to win 3-2.
The Germans were 2-0 up inside 12 minutes, but goals from David Silva, an Aleksander Kolarov penalty and James Milner ensured City recorded an historic victory, although the result wasn't enough for them to top Group D.
City boss Manuel Pelligrini made seven changes to the side that drew 1-1 at Southampton on Saturday, with the big game versus Arsenal at Saturday lunchtime on the horizon. Sergio Aguero, Alvaro Negredo and Vincent Kompany were all named on the bench, with Joe Hart given his first start since their last Champions League game vs Viktoria Plzen. There was also a return from injury for David Silva.
That was in contrast to Pep Guardiola who named arguably his strongest possible side, including the Ballon D'or shortlisted Franck Ribery.
Before the game, both teams posed for a photo to remember Nelson Mandela with the banner reading 'Madiba, The World Will Never Forget', who died on Thursday.
The Germans gave Man City a lesson in the reverse fixture in October and it was more of the same at the Allianz Arena in the opening 20 minutes.
Signs of City's vulnerability at the back were evident from the off as Joleon Lescott and Hart got in a mix up, with the England defender's pass back going out for a corner.
Things got worse just moments later as Bayern took the lead after just five minutes. A wonderful cross-field ball by Dante found Thomas Muller who chested the ball down before firing past Hart.
Provider then almost turned goalscorer, but Dante's header from a freekick was comfortably held by Hart.
A second Bayern goal looked inevitable though, and it arrived just twelve minutes in. Following an error by Lescott that was nearly punished by Franck Ribery, the resulting corner saw Muller's shot blocked but the ball fell to the unmarked Mario Gotze who couldn't miss.
City's nightmare start continued as Micah Richards limped off with a hamstring injury, with Pablo Zabaleta replacing him.
It looked set to be a very long evening for the visitors, having not mustered a serious attempt on goal for half-an-hour. That was until Jesus Navas' early cross was headed back across goal by Milner, with Silva on hand to slide in for a tap in.
That goal seemed to give City belief and although they didn't create anymore clear cut chances for the remainder of the first half, they kept the hosts quiet, with Demichelis blocking a Mario Mandzukic shot the only real threat.
City's improved performance continued at the start of the second half, as Edin Dzeko's shot from a Silva pass was saved by Neuer.
Before the hour mark City were awarded a penalty as Dante was adjudged to have brought down Milner. Stand-in captain Kolarov put the spot-kick away into the bottom left corner, sending Neuer the wrong way.
And City completed their unlikely comeback minutes after levelling. Navas' low cross bypassed everyone until the ball fell to Milner on the edge of the area, who calmly side footed the ball past Neuer into the bottom corner for his first goal of the season.
Remarkably, City were now just one goal away from a result that would see them top Group D, with a 4-2 win enough for them to finish above their opponents. In pursuit of the goal, Pelligrini brought on Spaniard Negredo for Silva for the last twenty minutes.
That fourth goal nearly came when Dante hesistated in defence, allowing Negredo to take the ball off him, but from a tight angle found Neuer's trailing leg.
With two minutes to go, Pelligrini took off a striker, Dzeko, for midfielder Rodwell, suggesting he would be just happy with the win rather than go out for the elusive fourth.
City had to settle for the three and recorded a historic victory against the European Champions. And although City finished second, they showed that they will be a test for anyone in the knockout stages.
Bayern Munich: Neuer; Lahm (C), Boateng, Dante, Alaba; Thiago Alcantara; Muller, Gotze (Javi Martinez - 55'), Ribery, Kroos; Mandzukic (Shaqiri - 68'). Subs not used: Van Buyten, Rafinha, Pizarro, Starke, Contento.
Goalscorers: Muller (5'), Gotze (12') Booked: Alaba (40')
Man City: Hart; Richards (Zabaleta - 16'), Lescott, Demichelis, Kolarov (C); Fernandinho, Javi Garcia; Milner, Silva (Negredo - 73'), Jesus Navas; Dzeko (Rodwell - 88'). Subs not used: Kompany, Aguero, Pantillimon, Boyata.
Goalscorers: Silva (28'), Kolarov (pen 59'), Milner (62') Booked: Dzeko (42'), Milner (44'), Fernandinho (78'), Zabaleta (83')
Referee: David Fernandez Borbalan
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