Mamelodi Sundowns eased into the 2019 MTN8 semi-finals after securing a 3-1 victory over Bloemfontein Celtic in a quarter-final clash on Saturday night.
Pitso Mosimane made two changes to the team which faced Chippa United in a Premier Soccer League (PSL) encounter in midweek.
Wayne Arendse and Rivaldo Coetzee made their return to the Sundowns starting line-up after drawing 1-1 with the Chilli Boys.
Mosimane's counterpart, Lehlohonolo Seema, named an unchanged team following Celtic's 5-0 league win over Lamonville Golden Arrows.
However, Jackson Mabokgwane picked up an injury during the warm-up and he was replaced by fellow goalkeeper Sipho Chaine.
The Brazilians were the better side in the opening exchanges and they should have grabbed two early goals through Sibusiso Vilakazi and Hlompho Kekana.
Sundowns captain Kekana set-up Vilakazi, who fired over the crossbar from close range with the Celtic defence caught ball-watching.
Kekana was looking lively for the hosts and he came close to breaking the deadlock when he hit the upright with a header with Chaine well-beaten in the visitors' goal.
Former Celtic winger Thapelo Morena was looking to use his pace to unlock the Siwelele defence, but he was denied by Chaine at the near-post after dribbling past his marker.
Celtic then contained Sundowns and the score was 0-0 at the interval following a first half which saw the hosts dominate possession, but they could not break the deadlock.
The visitors started the second half brightly and they were awarded a free-kick in a promising area after Tebogo Potsane was fouled on the edge of the Brazilians' box following a quick attack.
Ndumiso Mabena then stepped up and beat Sundowns keeper Denis Onyango to hand Celtic a 1-0 lead in the 57th minute.
The goal did not come as a surprise as Celtic have scored 33 percent of their goals within the first 15 minutes of the second half in their league matches this season.
Mosimane reacted by introducing promising forward Keletso Makgalwa, who made an immediate impact when he was fouled inside the Celtic box and the hosts were awarded a penalty.
Themba Zwane made no mistake from spot-kick as he fired past Chaine to make it 1-1, much to the delight of the home crowd with 16 minutes left.
The momentum was with the reigning PSL champions in the closing stages of the match and they managed to grab two late goals to seal their victory over Celtic.
Coetzee's free-kick found Lebusa, who headed home to hand the hosts the lead in the 79th minute, before super-sub Makgalwa scored with a toe-poke ten minutes later to seal Sundowns' 3-1 victory on the night.
The win saw Sundowns join Polokwane City and Highlands Park in the semi-finals of the lucrative tournament, while Celtic bowed out of the competition.