Substitute Ben Sahar scored an injury-time winner as Hapoel Be'er Sheva came from two goals down to beat 10-man Inter Milan 3-2 and set up a winner-takes-all clash with Southampton.
Lucio Maranhao gave Hapoel a second-half lifeline before Anthony Nwakaeme converted from the penalty spot after Inter Milan goalkeeper Samir Handanovic was sent off.
The Europa League Group K match appeared to be heading for a draw only for Sahar to score at the death to move Hapoel level on points with Southampton ahead of their trip to St Mary's in a fortnight.
Inter looked set to keep alive their hopes of reaching the last 32 after first-half goals from Mauro Icardi and Marcelo Brozovic but they exit the competition with one game of the group stage remaining.
Inter survived an early scare when Maor Buzaglo's deflected cross hit the top of the crossbar and then threatened at the other end when Ever Banega flashed a free-kick across goal.
Icardi ensured another quality cross did not go begging as he tidily finished Eder's fizzing centre at the near post in the 12th minute.
And Inter were in full control after 25 minutes when Brozovic lashed home a left-footed shot from the edge of the box off the post after more good work from Eder.
Such was the visitors' comfort that Hapoel head coach Barak Bakhar made a tactical change with only 35 minutes on the clock, replacing centre-back Loai Taha with midfielder Maharan Radi.
Mihaly Korhut fired a shot over from range as the home side tried to gain a foothold in the game before the break but they went in 2-0 down and with it all to do in the second half.
Icardi almost put the game to bed when he rattled a shot against the bar and Hapoel made the most of that reprieve by pulling one back in the 57th minute.
Radi whipped in a dangerous cross from the right and Maranhao finished emphatically with his head from six yards.
John Ogu volleyed just over with Inter rocking and all the momentum was with Hapoel when Handanovic brought down Buzaglo in the penalty area and was shown a second yellow card.
Substitute keeper Juan Carrizo got a hand to Nwakaeme's spot-kick but could not keep it out as Hapoel levelled with 20 minutes remaining.
Carrizo kept the hosts at bay with a number of saves but was beaten three minutes into stoppage time when Ogu's pass cut Inter open and Mohammed Ghadir backheeled to give Sahar a simple finish.