Marseille 2-1 Liverpool (agg: 3-2)
A header from Abdoulyae Meite sent 10-man Liverpool tumbling out of the Uefa Cup in a 3-2 aggregate defeat.
Emile Heskey's powerful finish had put the Reds ahead after good work from Harry Kewell and Steven Gerrard.
But Didier Drogba levelled matters from the penalty spot after Igor Biscan was given a red card for a professional foul on Steve Marlet.
And after a heavy spell of pressure from the home side, Meite rose highest at a corner to crash home the winner.
Reds boss Gerard Houllier had stuck with the side that beat Wolves at the weekend, keeping Heskey up front with Michael Owen in a 4-4-2 formation.
Drogba, scorer of Marseille's late equaliser in the first leg at Anfield, continued for the French outfit, who brought Marlet back into their starting line-up.
The French had to deal with an early injury to Fabien Barthez, when a collision with Fabien Beye left him with a nasty cut on the bridge of his nose.
But a speculative shot from Marseille's Demetrius Ferreira was the only effort on goal until Liverpool took the lead out of nothing on 15 minutes.
15 mins: Heskey puts Liverpool ahead on aggregate
36 mins: Drogba levels from the spot after Biscan is sent off for fouling Marlet
58 mins: Meite's powerful header gives Marseille the advantage
61 mins: Owen is forced off with a hamstring injury
Kewell stole the ball from Laurent Batlles in midfield, allowing Gerrard to find Heskey in acres of space - and he had time to take a touch before beating Barthez with a powerful low drive.
Danny Murphy almost made it 2-0 on 24 minutes when his chip curled just over the bar from the edge of the area with Barthez well beaten.
The Reds were putting together some slick passing moves, while in contrast, Marseille were struggling to find any rhythm.
But that all changed on 38 minutes when a speculative long-range shot from Dietmar Hamann was charged down and the ball broke through to Marlet at the other end.
Igor Biscan tried to haul back the striker outside the box, but after Marlet shot wide the referee brought back play and pointed to the spot - then showed the red card to Biscan.
Drogba stepped up and coolly fired his spot-kick into the roof of the net to bring the tie level again.
And the home side came out with all guns blazing after the restart - only a timely challenge from John Arne Riise stopping Drogba with the goal gaping.
A goal looked inevitable, and it arrived when Meite rose above Gerrard from a corner to send an unstoppable header past Jerzy Dudek and put Marseille ahead for the first time in the tie.
Things got worse for Liverpool soon afterwards when Owen was forced off with a hamstring problem, to be replaced by Milan Baros.
Houllier's side pressed forward in search of a way back into the game, but they lacked inspiration.
Substitute Bruno Cheyrou fired just over from the edge of the area, but that was the closest they came to forcing an equaliser.
Marseille: Barthez, Ferreira, Dos Santos, Meite, Beye, Flamini, Hemdani, N'Diaye, Batlles (Mido 69), Drogba, Marlet (Meriem 77). Subs not used: Gavanon, Christanval, Perez, Ecker, Celestini.
Liverpool : Dudek, Carragher, Riise, Hyypia, Biscan, Kewell (Sinama Pongolle 79), Murphy (Cheyrou 66), Hamann, Gerrard, Heskey, Owen (Baros 62). Subs not used: Luzi Bernardi, Henchoz, Traore, Diouf.
Referee: Arturo Dauden Ibanez (Spain)