Beşiktaş JK progressed to the last 32 as UEFA Europa League Group E winners after a 3-1 victory against already qualified Stoke City FC in Istanbul.
The hosts required just a point to join their opponents in the knockout stage but fell behind when Ricardo Fuller fired the English side in front after 29 minutes. However, Carlos Carvalhal's charges overhauled Stoke at the section summit after the break as Matthew Upson was sent off for conceding a penalty that Manuel Fernandes converted before Mustafa Pektemek headed in and Edu added a third on 82 minutes.
Were it not for Asmir Begović in the Stoke goal, the Black Eagles could have been out of sight before the opening goal. Hugo Almeida poked an early chance wide before the goalkeeper repelled efforts from Fabian Ernst and Veli Kavlak from the edge of the area. The Potters' No1 then foiled Almedia from distance, though only after Stoke's first significant foray saw Rüştü Reçber sprawl at Cameron Jerome's feet to thwart the pacy forward.
Tony Pulis' men made the breakthrough when Fuller dispossessed Fernandes and fired in from 25 metres via a deflection off Egemen Korkmaz. It could have been two moments later as Fuller charged down an attempted clearance from Rüştü, the rebound bouncing back into play off the crossbar, before Begović resumed his resistance by tipping a Fernandes drive away.
The turning point came on 57 minutes when Upson was dismissed for bringing down Almeida as he latched on to a through ball from Fernandes. Begović was finally beaten as Fernandes sent him the wrong way from the penalty spot and the goalscorer nearly completed the turnaround with an acrobatic volley, only for the Bosnian to win that duel.
Mustafa headed in a corner 16 minutes from time and fellow substitute Edu smashed in a late third as Stoke's unbeaten record in the phase was comprehensively brought to an end.