Tim Cahill's scrambled late winner beat Zenit St Petersburg and sent Everton through to the Uefa Cup knockout stages as winners of Group A.
Everton's Tim Cahill celebrates his late winner against Zenit
Cahill struck five minutes from time after Zenit keeper Vyacheslav Malafeev blocked Joleon Lescott's shot.
Mikel Arteta missed a first-half penalty for Everton after Nicolas Lombaerts was harshly penalised and then sent off for handball.
Pavel Pogrebniak and Konstantin Zyrianov wasted good chances for Zenit.
Everton paired a new strike force of Andrew Johnson and James McFadden - and they were in the action in a hugely eventful first 45 minutes against the newly-crowned Russian champions.
Arteta almost broke the deadlock after two minutes when his flick towards goal was smuggled off the line by Kim Dong-jin.
McFadden then wasted a glorious opportunity to set up Johnson after an Everton break as David Moyes' side made an impressive start.
Everton were awarded a penalty after 28 minutes, a desperately harsh decision by Icelandic referee Kristinn Jakobsson.
Cahill flicked the ball around keeper Malafeev, and Lombaerts made a superb recovery to clear off the line, only for the official to award a penalty for handball.
Lombaearts' pain only increased when he was shown the red card - but justice was done when Arteta skied his penalty over the bar.
Arteta almost made amends seven minutes later when he curled in a stunning angled free-kick that Malefeev somehow clawed out.
Everton were threatening the breakthrough, and were denied again after 37 minutes when Lee Carsley's precise side-foot finish rebounded to safety off the foot of the post.
Zenit showed their genuine quality in the early stages of the second half, with Pogrebniak bringing a fine save from Tim Howard and Zyrianov shooting over the top with only the goalkeeper to beat.
The Russian side were showing considerable style, but it was Everton who made the breakthrough after a period of ceaseless pressure with five minutes left.
Arteta's corner fell to the outstanding Lescott, and when Malafeev palmed out his shot, Cahill scrambled in from almost on the goal-line.
Everton: Howard, Neville, Jagielka, Lescott, Baines, Pienaar, Cahill, Carsley, Arteta, Johnson (Vaughan 81), McFadden (Anichebe 64).
Subs Not Used: Wessels, Gravesen, Osman, Yakubu, Boyle.
Goals: Cahill 85.
Zenit St Petersburg: Malafeev, Aniukov (Lee 78), Skrtel, Lombaerts, Kim, Tymoschuk, Zurianov, Shirl, Arshavin, Dominguez (Gorshkov 45), Pogrebniak (Hagen 61).
Subs Not Used: Contofalsky, Radimov, Ionov, Lebedev.
Sent Off: Lombaerts (30).
Booked: Pogrebniak, Shirl.
Ref: Kristinn Jakobsson (Iceland).