Zinedine Zidane's Real Madrid were knocked out of the UEFA Champions league thanks to goals from Raheem Sterling and Gabriel Jesus.
Los Blancos came into this tie needing to overturn a 2-1 loss at home. They were without captain Sergio Ramos in defence and that proved really costly.
Zidane's men had the worst possible start when Raphael Varane was robbed of the ball by the high pressing Gabriel Jesus who fed Raheem Sterling to score the opener in the 9th minute and leave Real needing 3 goals to go through.
Manchester City largely dominated in possession but Karim Benzema gave real a lifeline with a fine header to put the score 3-2 on aggregate.
From here Real seemed to believe but that was short lived as Varane made another error. First he mistimed Rodri's long ball then on the second attempt he tried to head a back pass to goalkeeper Thibaut Courtois.
This is the first time in 10 years that the Spanish side failed to make it to the last eight of UEFA's elite competition.
They last exited at the round of 16 during the 2009/10 season to French side Lyon.
Zidane's men will now go home and prepare to send their La Liga title into the 2020/21 season.