Last season's finalists Athletic Bilbao were all but eliminated from the Europa League as Lyon kept up their 100% record in the competition with a 3-2 win at San Mames.
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First-half goals from Baftimbi Gomis and Yoann Gourcuff put the French side in a commanding position but Athletic roared back after the break and were level within nine minutes of the restart thanks to Ander Herrera's finish from close range and an Aritz Aduriz penalty.
However, rather than building on that momentum the hosts conceded the winner eight minutes later as Gueida Fofana got to the byline and cut the ball back for Alexandre Lacazette to fire in a wonderful effort from the edge of the area.
A third defeat in four leaves Athletic bottom of the group with just the one point and needing to win their last two games and hope Sparta Prague also lose against Lyon to have any chance of making the last 32.
However, as in France two weeks ago, the Basque side could easily have taken something from the game had they converted their chances early on.
Milan Bisevac turned a dangerous cross from Iker Muniain on to his own post after just six minutes and from the resulting corner Ander fired a volley inches past Remi Vercoutre's left-hand post.
Gomis then put the visitors ahead with a simple header from Gourcuff's free-kick after 22 minutes but Athletic were still having the bulk of the play and were denied an equaliser by a smart save by Vercoutre from Oscar De Marcos' low angled drive before Anthony Reveillere was in the right place to clear Carlos Gurpegi's goalbound header off the line.
Vercoutre produced an outstanding save from Andoni Iraola to keep his side ahead five minutes before the break and after De Marcos had blazed another clear opening over, Athletic were hit on the counter-attack in the final seconds of the half. Gomis charged into the area and after his initial effort was brilliantly saved by Gorka Iraizoz, Gourcuff was following up the slam the ball into the unguarded net.
Marcelo Bielsa's men did finally find the net three minutes into the second period as the ball landed at Ander's feet after a goalmouth scramble and six minutes later they were handed the perfect opportunity to equalise when Maxime Gonalons felled Ander inside the area. Aduriz stepped up to coolly convert his 11th goal of the season.
However, moments later Lyon were back in front as a powerful run by Fofana saw him break clear down the right and his pass was rocketed high beyond Iraizoz by Lacazette.
That goal seemed to take the stuffing out of Athletic who did not pose the same threat thereafter and now face a huge uphill struggle to remain in the competition.