Madrid never truly had control in the first half as Jose Mourinho's side were happy to hit their visitors on the break. Still, Los Blancos took an undeserved lead when Kylian Mbappe headed home with his first real touch.
Yet Benfica fought back and made it 1-1 after 36 minutes when Andreas Schjelderup completed a sweeping counter-attack with a tidy header that crept through Thibaut Courtois' open legs. Their second goal then came from the penalty spot on the stroke of half-time after Aurelien Tchouameni shoved his man inside the box, leaving Vangelis Pavlidis to side-foot down the middle.
Things got worse early in the second half when Benfica made it three after another counter-attack was capped by a Schjelderup strike. But Madrid fought back immediately as Mbappe fired home from an Arda Guler cross.
Madrid fought for an equaliser before both Raul Asencio and Rodrygo were shown red cards in stoppage time. However, the drama didn't end there as, with Benfica needing a goal to advance in the final seconds of stoppage time, goalkeeper Trubin nodded home from a free-kick to cap off a remarkable evening and potentially set up another meeting between the two sides in February, with either Mourinho's side or Bodo/Glimt slated to be Madrid's play-off opponents.
GOAL rates Real Madrid's players from Estadio La Luz...
