Cape Town - Bayern Munich were undone by a fantastic display from Rostov, who earned a 3-2 win in the Champions League clash at Stadion Olimp 2 on Wednesday.
Most of the opening stages were spent in the home half with Bayern dominating territory and possession, and Rostov barely able to clear it past the halfway line, let alone mount any sustained pressure or a counterattack.
But Bayern could well have been behind in the 9th minute when a long ball over the top from defender Cesar Navas picked out Aleksandr Erokhin. Holger Badstuber failed to deal with it and Sven Ulreich was in no man's land, so only a clearance off the line from Juan Bernat prevented a shock opener.
Bayern's attacking potency looked likely to pay off eventually, and that moment came in the 36th minute when Renato Sanchez weaved down the left and into the box. He tried to square it, and a half-clearance saw it fall perfectly for Douglas Costa, arriving with time and space in the box, to fire home emphatically.
With halftime approaching Rostov pulled themselves with a fantastic goal from Sardar Azmoun. It started when a loose pass from Costa was picked off and it was suddenly two-on-two. Azmoun, running down the left, could well have looked for his teammate but instead went it himself, cutting inside Jerome Boateng (and leaving him on his back) before curling it right-footed into the bottom corner at far post.
The first chance of the second half saw Franck Ribery dink in a cross from the left edge of the box that picked out Philipp Lahm in the centre, but the former Germany international headed wide, missing the chance for what would have been his first Champions League goal.
Rostov then suddenly had a penalty in the 49th minute after Christian Noboa burst into the box and was tripped up by Boateng. The ref immediately pointed to the spot and Dmitry Poloz stepped up and fired it into the bottom right corner.
Bayern responded immediately, with Sanches finding Ribery, who slipped in Benat to smash home from close range at the near post in the 52nd minute.
Rostov regained the lead in stylish fashion thanks to a splendid free kick from Christian Noboa, who took the set piece from the edge of the box and curled it over the wall and down into the bottom corner.