Melbourne Victory's Asian Champions League dreams will come down to the last day after a 3-1 loss to group leaders Shanghai SIPG.
Just four days after their A-League finals exit, Victory were undone by the mega-money Chinese Super League side, who scored first-half goals through Yu Hai and Elkeson.
A handball against Scott Galloway allowed Dario Conca to score a penalty after the break before Victory substitutes Jason Geria and Jesse Makarounas combined for a 80th minute consolation goal.
The result means Victory has a final chance to join Sydney FC in qualifying to the knockout phase when they host Gamba Osaka on May 3.
Graham Arnold's side clinched their passage to the last 16 on Tuesday night when China's Guangzhou Evergrande defeated Pohang Steelers of South Korea, leaving both sides unable to overhaul the Sky Blues' points tally.
Should Victory win their home tie with J-League heavyweights Gamba, 2-1 losers to Suwon Bluewings on Tuesday night, they will also progress.
Victory will relish a fortnight to prepare for the match after two deflating defeats to Brisbane Roar and now Shanghai in succession.
At the same stadium that AFL side Port Adelaide propose to take an Australian rules match next year, Victory suffered a power outage.
Kevin Muscat's men looked comfortable as they searched for an opener, coming closest when Kosta Barbarouses rocketed a loose ball onto the corner frame of the goal.
Carl Valeri, on his ACL debut, helped Victory win the midfield battle but on 38 minutes they fell victim to a sucker punch.
Wu Lei, who scored against Victory in their earlier meeting, again popped up at the back post to knock down a cross for Yu's tap-in.
A minute later, Elkeson doubled their advantage.
Star winger Wu was again involved, crossing for the Brazilian striker to half-volley past a powerless Lawrence Thomas.
Despite the 65th minute penalty, Victory continued to push on and had some scoreboard reward when Geria cut back for Makarounas' finish.
Sven Goran Eriksson's side would not be breached again, locking up top spot in Group G with the result.