Late goals from Filippo Inzaghi and Andrei Shevchenko gave Milan a dramatic late 3-1 win over Lyon in their UEFA Champions League quarter final tie.
Last season's Champions League finalists looked on the verge of going out on the way goals rule, after Lyon's Mahamadou Diarra had cancelled out Inzaghi's opener in the first half.
Yet, with two minutes of the match remaining, Inzaghi was on hand to convert the vital winner before Shevchenko sealed a dramatic second leg contest in injury time and a 3-1 aggregate score.
Shevchenko's goal took him one clear of Real Madrid striker Raul in the all-time list of Champions League scorers - with 52 goals in the competition to his name.
Rossoneri boss Carlo Ancelotti opted for Inzaghi and Shevchenko in attack, with Alberto Gilardino dropped to the substitutes' bench, while Dutch defender Jaap Stam returned from injury to replace Alessandro Costacurta at right back.
Lyon boss Gerard Houllier, meanwhile, called on Sidney Govou and Juninho Pernambucano to play in an attack-minded formation for Tuesday's decisive second leg clash.
Govou partnered Brazilian striker Fred in attack, with the pair replacing Benoit Pedretti and John Carew in the Lyon line-up, while Juninho returned from suspension to replace the banned Portuguese midfielder Tiago.
In front of a lively San Siro crowd, it was the French Ligue 1 champions that looked the brightest in the opening exchanges, as Lyon went in search of an invaluable away goal.
Milan, however, created the first half chance on 12 minutes, as Inzaghi was woeful with a left-footed shot that rolled well wide of Gregory Coupet's goal after a fine ball forward from Kakha Kaladze.
The former Juventus hit-man was then unable to make the most of a near-post opportunity, as the Italy international shot wide from Serginho's fine run and cross from the left.
The visitors responded with a spell of pressure that should have produced an opening goal, with Lyon's Sylvain Wiltord failing to make the most of Dida's mis-cued clearance to Alessandro Nesta's back pass by shooting wide of goal after winning possession in the Milan box.
Fred then caused havoc in an uncertain Milan backline when he eluded Kaladze to strike a ball into the Milan box off the onrushing Dida before the rebound fell to Florent Malouda.
With Milan's defence at sixes and sevens, Malouda failed to make the most of the chance, as his looping shot sailed over the Milan crossbar.
Lyon kept pressing and after Stam gave away a free kick for a foul on Wiltord, Juninho struck one of his trademark free kicks goalwards, but only to find fellow Brazilian Dida equal to his set-piece with an assured save.
Yet, for all of Lyon's efforts, it was from a Fred mistake that Milan took the lead on 25 minutes, as the Brazilian lost possession on the edge of his own box to Shevchenko.
The Ukrainian striker fed a through ball to Clarence Seedorf down the right flank and from the Dutchman's exquisite cross back into the box, an unmarked Inzaghi connected with a far-post header to give Milan a vital lead in the tie.
The Rossoneri looked in the ascendancy, but it took Lyon just six minutes to strike back with a vital away goal.
Juninho's goal-bound free kick struck both backs of compatriots Fred and Cris, who were left unmarked in front of Dida's goal.
As the Milan goalkeeper clumsily crashed into the pair, the ball popped up for an unmarked Diarra to head home into an empty net for a 1-1 scoreline.
With the match level, both sides continued to press for more goals, with Milan's Seedorf shooting wide before Govou volleyed a long distanced effort well off target.
Dida then needed to be alert to tip a mis-hit Juninho cross from the left over his crossbar and from Juninho's ensuing corner, Fred nearly made amends for his earlier mistake by heading the set-piece against Dida's far-post and away for a goal kick.
The second half saw Milan look to restore their advantage, with Nesta missing the target with a far-post header after Andrea Pirlo's cross inadvertently flicked off of Lyon defender Francois Clerc.
Shevchenko struggled to have an impact on proceedings at this stage, as he failed to trouble Coupet with a cross-cum-shot from the right, while Eric Abidal forced a save from Dida with a fierce strike at the other end.
The home side kept pressing their French visitors, with Coupet needing to save a close-range Serginho strike for a corner before Seedorf drove a fierce effort wide of goal.
To their credit, Lyon kept coming forward in search of a second goal, with captain Claudio Cacapa heading Wiltord's cross wide of Dida's goal, while Nesta needed to be sharp to clear Govou's low cross after neat play between the Frenchman and Juninho.
Milan remained a threat coming forward and from substitute Costacurta's corner, Kaka's fine header forced Wiltord into a heroic clearance off the goal line before Shevchenko's half-hit volley on the rebound brought a save from Coupet.
The Serie A giants kept coming in the final stages and their prayers were answered on 88 minutes, as a long ball forward found Shevchenko unmarked on the right-hand side of goal.
The Ukrainian's shot forced an excellent diving save from Coupet, but as ball came off both posts, Inzaghi was on hand to knock the loose ball into the net at the near post and send the Giuseppe Meazza crowd into raptures.
Lyon looked a devastated side, and despite their best efforts in injury time to find a second away goal, the tie was sealed by Milan after an error from Clerc.
The Lyon defender's back pass to Coupet was woefully short and it allowed Shevchenko to nip in and intercept the ball before scoring from an acute angle for a flattering 3-1 final score.
The result sees Milan advance to the semi-finals, where they will meet either Benfica or Barcelona, who play their quarter final second leg tie at Camp Nou on Wednesday evening.
Last season's Champions League finalists looked on the verge of going out on the way goals rule, after Lyon's Mahamadou Diarra had cancelled out Inzaghi's opener in the first half.
Yet, with two minutes of the match remaining, Inzaghi was on hand to convert the vital winner before Shevchenko sealed a dramatic second leg contest in injury time and a 3-1 aggregate score.
Shevchenko's goal took him one clear of Real Madrid striker Raul in the all-time list of Champions League scorers - with 52 goals in the competition to his name.
Rossoneri boss Carlo Ancelotti opted for Inzaghi and Shevchenko in attack, with Alberto Gilardino dropped to the substitutes' bench, while Dutch defender Jaap Stam returned from injury to replace Alessandro Costacurta at right back.
Lyon boss Gerard Houllier, meanwhile, called on Sidney Govou and Juninho Pernambucano to play in an attack-minded formation for Tuesday's decisive second leg clash.
Govou partnered Brazilian striker Fred in attack, with the pair replacing Benoit Pedretti and John Carew in the Lyon line-up, while Juninho returned from suspension to replace the banned Portuguese midfielder Tiago.
In front of a lively San Siro crowd, it was the French Ligue 1 champions that looked the brightest in the opening exchanges, as Lyon went in search of an invaluable away goal.
Milan, however, created the first half chance on 12 minutes, as Inzaghi was woeful with a left-footed shot that rolled well wide of Gregory Coupet's goal after a fine ball forward from Kakha Kaladze.
The former Juventus hit-man was then unable to make the most of a near-post opportunity, as the Italy international shot wide from Serginho's fine run and cross from the left.
The visitors responded with a spell of pressure that should have produced an opening goal, with Lyon's Sylvain Wiltord failing to make the most of Dida's mis-cued clearance to Alessandro Nesta's back pass by shooting wide of goal after winning possession in the Milan box.
Fred then caused havoc in an uncertain Milan backline when he eluded Kaladze to strike a ball into the Milan box off the onrushing Dida before the rebound fell to Florent Malouda.
With Milan's defence at sixes and sevens, Malouda failed to make the most of the chance, as his looping shot sailed over the Milan crossbar.
Lyon kept pressing and after Stam gave away a free kick for a foul on Wiltord, Juninho struck one of his trademark free kicks goalwards, but only to find fellow Brazilian Dida equal to his set-piece with an assured save.
Yet, for all of Lyon's efforts, it was from a Fred mistake that Milan took the lead on 25 minutes, as the Brazilian lost possession on the edge of his own box to Shevchenko.
The Ukrainian striker fed a through ball to Clarence Seedorf down the right flank and from the Dutchman's exquisite cross back into the box, an unmarked Inzaghi connected with a far-post header to give Milan a vital lead in the tie.
The Rossoneri looked in the ascendancy, but it took Lyon just six minutes to strike back with a vital away goal.
Juninho's goal-bound free kick struck both backs of compatriots Fred and Cris, who were left unmarked in front of Dida's goal.
As the Milan goalkeeper clumsily crashed into the pair, the ball popped up for an unmarked Diarra to head home into an empty net for a 1-1 scoreline.
With the match level, both sides continued to press for more goals, with Milan's Seedorf shooting wide before Govou volleyed a long distanced effort well off target.
Dida then needed to be alert to tip a mis-hit Juninho cross from the left over his crossbar and from Juninho's ensuing corner, Fred nearly made amends for his earlier mistake by heading the set-piece against Dida's far-post and away for a goal kick.
The second half saw Milan look to restore their advantage, with Nesta missing the target with a far-post header after Andrea Pirlo's cross inadvertently flicked off of Lyon defender Francois Clerc.
Shevchenko struggled to have an impact on proceedings at this stage, as he failed to trouble Coupet with a cross-cum-shot from the right, while Eric Abidal forced a save from Dida with a fierce strike at the other end.
The home side kept pressing their French visitors, with Coupet needing to save a close-range Serginho strike for a corner before Seedorf drove a fierce effort wide of goal.
To their credit, Lyon kept coming forward in search of a second goal, with captain Claudio Cacapa heading Wiltord's cross wide of Dida's goal, while Nesta needed to be sharp to clear Govou's low cross after neat play between the Frenchman and Juninho.
Milan remained a threat coming forward and from substitute Costacurta's corner, Kaka's fine header forced Wiltord into a heroic clearance off the goal line before Shevchenko's half-hit volley on the rebound brought a save from Coupet.
The Serie A giants kept coming in the final stages and their prayers were answered on 88 minutes, as a long ball forward found Shevchenko unmarked on the right-hand side of goal.
The Ukrainian's shot forced an excellent diving save from Coupet, but as ball came off both posts, Inzaghi was on hand to knock the loose ball into the net at the near post and send the Giuseppe Meazza crowd into raptures.
Lyon looked a devastated side, and despite their best efforts in injury time to find a second away goal, the tie was sealed by Milan after an error from Clerc.
The Lyon defender's back pass to Coupet was woefully short and it allowed Shevchenko to nip in and intercept the ball before scoring from an acute angle for a flattering 3-1 final score.
The result sees Milan advance to the semi-finals, where they will meet either Benfica or Barcelona, who play their quarter final second leg tie at Camp Nou on Wednesday evening.
