Real Madrid weathered a heavy storm from Chelsea to confirm their spot in the UEFA Champions League semi-finals despite losing 3-2 on the night.
Madrid welcomed back Ferland Mendy, Nacho Hernandez, Dani Carvajal, Luka Modric and Toni Kroos, as injury saw the Blues enter the clash without Romelu Lukaku as Timo Werner started in the attack.
Los Blancos, who won the first leg last week, were behind at the break as Mason Mount handed the Blues a lifeline after combining with Werner.
The defending champions extended their tally after halftime through Antonio Rudiger before Marcos Alonso had a fine strike disallowed by the Video Assistant Referee (VAR) for a hand used.
Nonetheless, the Blues grabbed a third goal late on after Werner ran in on the byline and into the area to slot home.
Madrid began to come back in the overall tie as substitute Rodrygo got on the end of an incisive pass from Modric and side-footed past Edouard Mendy to send the match to extra-time.
Los Blancos then snatched the win in the overall tie with a well-taken header in the area by the first-leg hero Karim Benzema.
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Bayern Munich bowed out of the tournament at the hands of Villarreal CF, who struck late in Munich to record a 2-1 aggregate victory.
As the Yellow Submarines showed unchanged eleven from last week's first-leg, Bayern started Leroy Sane and Leon Goretzka ahead of Alphonso Davies and Serge Gnabry.
The Bavarians and their counterparts from Spain ended a rather slow first half goalless before Bayern called on free-scoring Robert Lewandowski to break the deadlock thereafter.
With extra-time on the horizon, the Yellow Submarines snatched the all-important equaliser in the last two minutes courtesy of Nigerian international Samuel Chukwueze off Gerard Moreno's pass.
Unai Emery's men sustained the late pressure from the German champions to earn their first semi-final ticket since 2006.