Chelsea took the lead but conceded two late goals at Bayer Leverkusen for a 2-1 defeat to leave their chances of qualification for the knockout stages of the Champions League dependent on their final game with Valencia at Stamford Bridge. After a pedestrian first half in which neither side looked particularly adventurous the games sprang to life after the break.
The Blues had begun to look more of an attacking threat as the first half ended even if Bayer had the best chance when Chelsea old-boy Michael Ballack hit the cross bar with a header.
The Blues continued were they had left off and took the lead just after the break.
Daniel Sturridge played the ball into Didier Drogba whose instant control and shot on the turn found the far corner.
The visitor's looked in control at this stage and had further chances to increase their lead but it all started to unravel for André Villas-Boas' side once the German's levelled in the 73rd minute.
A momentary lack of concentration at the back allowed Sydney Sam a clear run on goal and his cross was headed home with his first touch by substitute Eren Derdiyok.
Then came a moment of controversy which could have settled the game in Chelsea's favour as Drogba was bundled over in the penalty area but the referee Viktor Kassai waved aside appeals for what looked like a clear cut penalty.
Then in injury time Bayer were awarded a corner taken by Gonzalo Castro. Manuel Friedrich rose highest to power a header past a flailing Petr Cech for the winner which confirmed the Germans into the next phase of the competition.
For Chelsea they need to avoid defeat in their final game against Valencia to ensure qualification and have now only won two of their last eight Champions League encounters as the pressure mounts on Villas-Boas
Referee: Viktor Kassai (HUN)
Leverkusen scorers: Derdiyok 73, Friedrich 90+1 Chelsea scorers: Drogba 48
TRIBAL ASKS: How long before Chelsea learn to defend for 90 minutes?
Yellow cards: Kadlec (BL), Ballack (BL), Kiessling (BL), Ivanovic (CHE), Meireles (CHE)