Liverpool will travel to Bayer Leverkusen in a fortnight with a nagging fear their outstanding performance at Anfield tonight might not secure a Champions League quarter-final spot.

They were two ahead at the break through Luis Garcia and John Arne Riise and grabbed what they thought was a precious third in injury time thanks to a Dietmar Hamann free-kick.

But with seconds left Franca punished a Jerzy Dudek fumble and the German side had their away goal, knowing that a 2-0 win in the second leg will see them grab a place in the last eight of the competition.

But this was still a remarkable display by Liverpool, who found their erratic form at just the right time despite being forced to play without a host of influential regulars because of injury, suspension or ineligibility.

Stripped of so many front-line players, including suspended skipper Steven Gerrard, Rafael Benitez's side virtually picked itself with Harry Kewell returning after a two month injury lay-off.

Igor Biscan took over from Gerrard with Luis Garcia also back from a domestic suspension.

Hamann had the chance to take the lead in midfield in Gerrard's absence, no doubt inspired at being given a chance to take on his countrymen.

And he started in fine style, winning possession and driving forward. He had one edge of the box shot deflected wide while stand-in skipper Sami Hyypia had a cross punched off his head by visiting keeper Jorg Butt.

But Leverkusen withstood Liverpool's opening burst with confidence and control, and then carved out an excellent chance. Paul Freier forced his way in from the right before setting up Robson Ponte 12 yards out. But the Brazilian lifted his shot over the bar.

The German club's attacking strength was underlined when Dimitar Berbatov fired in a fierce 25 yarder from the left corner of the box and Jerzy Dudek palmed it away with some difficulty. Another 20 yarder flashed wide of a post from the tall Bulgarian.

But, on 15 minutes, the unlikely figure of Biscan cut open the visitor's defence after going past two tackles and sliding a ball into space for Luis Garcia to collect and clip expertly past Butt to send Anfield wild.

Liverpool immediately had an amazing let-off when Steve Finnan's weak header hit Hyypia and dropped perfectly for Berbatov to sprint clear on his own. Dudek advanced but knew he had little chance, only to stand and watch the striker's shot roll wide of a post.

Just as Leverkusen gained confidence they were hit by Liverpool's second. Kewell was fouled way out on the right by Diego Placente, and Riise stepped up curl a cracker from 30 yards into the bottom corner leaving Butt sprawling and his wall well beaten.

Ponte was rather unlucky to be booked for kicking the ball back at a fallen Riise, Bernd Schneider having committed the original foul. The caution puts Ponte out of the second leg.

Freier was booked early in the second half for a foul on Traore, and he will also miss the second leg, while Dudek was also cautioned for time wasting.

Baros missed a glorious chance of a third when Riise's run took him cleverly into the box. His square pass was controlled by the unmarked Czech Republic international, but his shot was lifted over the bar.

Hamann was next into the book for a foul on Freier before Voronin lifted a shot over the bar on the hour after Bayer's best passing move of the match.

Liverpool then wasted two more great chances of a third. Riise put Baros clear in the box, but his 12 yard shot clipped Butt's leg and rolled wide. From the corner, Jamie Carragher hit a point-blank effort that Butt somehow pushed away.

Then it was Dudek's turn to be a hero. First he palmed out a Freier 20-yard drive before tipping over Schneider's pile driver from 30 yards.

But the tension lasted right into injury time. First Hamann gave Liverpool a three-goal cushion when he curled in a 20-yard free kick for a foul on Anthony Le Tallec.

But their was still time for the Germans to get their own lifeline when Franca scored with seconds to go, Berbatov's shot being fumbled by Dudek for the Brazilian to punish the error, which could be very costly in the BayArena in a fortnight.

Teams:

Liverpool Dudek, Finnan, Carragher, Hyypia, Traore, Luis Garcia, Hamann, Biscan, Riise (Smicer 89), Kewell (Le Tallec 77), Baros (Potter 85).

Subs Not Used: Carson, Nunez, Warnock, Welsh.

Booked: Dudek, Hamann.

Goals: Luis Garcia 15, Riise 35, Hamann 90.

Bayer Leverkusen Butt, Schneider, Callsen-Bracker, Juan, Placente, Ramelow, Freier (Bierofka 83), Ponte (Donovan 69), Krzynowek, Berbatov, Voronin (Franca 68).

Subs Not Used: Starke, Fritz, Dum, Castro.

Booked: Ponte, Freier.

Goals: Franca 90.

Att: 40,942

Ref: Kyros Vassaras (Greece).