Holders Arsenal went tumbling out of the Uefa Women's Cup after a 3-2 home defeat by Olympique Lyonnais.
The French side went through 3-2 on aggregate following last week's 0-0 quarter-final first-leg draw in Lyon.
It was the Gunners' first defeat in domestic or European competition for almost 21 months since losing the 2006 Premier League Cup final to Charlton.
"We were second best," admitted boss Vic Akers, after seeing his side lose in torrential rain at Borehamwood.
"Lyon looked fresher than we did and they adapted to the conditions better than us."
Akers blamed disruption of his team's fixtures and tiredness among his players.
Nine of them were involved in the England squad at September's World Cup finals.
The early goal put us on the back foot and it was just covering things up when we went 2-1 ahead
After the match, Arsenal midfielder Katie Chapman has withdrawn from the England squad to take on Spain this Sunday, after picking up a knock in the match.
"It's been hard getting everybody up and motivated," added Akers, "and if you don't have the motivation in this competition you're not going to be successful.
"We were more up for our games last season. This time it's been difficult because we weren't together at the start of the season and we've been playing two games a week since the World Cup."
Arsenal were outclassed on the night, with Lyon taking the lead through Brazilian striker Katia's 16th minute header.
England striker Kelley Smith equalised with a 20-yard shot eight minutes later.
Then Smith's England colleague Rachel Yankey shot the Gunners ahead direct from a 33rd-minute corner.
But poor defending allowed the visitors to draw level seven minutes before half-time, Camille Abily scoring with a free header.
Arsenal rarely threatened after the break and after Katia had twice gone close, substitute Elodie Thomis slid home the winner five minutes from time.
Akers added: "The early goal put us on the back foot and it was just covering things up when we went 2-1 ahead.
"It's disappointing to have our unbeaten run ended, but we have to pick ourselves up and look to win all the domestic competitions again."