Tottenham got a superb 90th-minute goal from Mousa Dembele to salvage a 1-1 draw in Lyon and advance to the Europa League last 16.
Trailing to Maxime Gonalons' header in the 17th, Tottenham was heading out on the away-goals rule until the Belgian midfielder's 25-meter (yard) shot sealed a 3-2 aggregate victory.
Tottenham next plays Inter Milan in a rematch of their thrilling Champions League group-stage clashes two seasons ago. Inter eased past Cluj 3-0 in Romania to complete a 5-0 aggregate score.
Defending champion Atletico Madrid was eliminated by Rubin Kazan despite winning 1-0 in freezing temperatures in Moscow.
Radamel Falcao's 84th-minute goal failed to overcome a 2-0 first-leg deficit against the Russian side, who saw captain Cesar Navas sent off in the 89th for fouling the Colombian forward.
Also, Lazio beat Borussia Moenchengladbach 2-0 in Rome, sealing a 5-3 aggregate win. Its last-16 opponent is Stuttgart, which won 2-0 at Genk to advance 3-1 on aggregate.
Newcastle forward Shola Ameobi's 64th-minute penalty was the only goal over two legs against Metalist Kharkiv, and Basel's 1-1 draw at Dnipro Dnipropetrovsk meant the Swiss champion advanced 3-1 on aggregate.
The main drama unfolded in France as national greats Michel Platini, the UEFA president, and Zinedine Zidane watched the English visitors survive a tough test.
Lyon led when Gonalons exploited poor marking to connect at the near post from a left-flank cross delivered by Clement Grenier.
Grenier was denied in the 55th by a reaction save from Brad Friedel. The American goalkeeper might have been sent off minutes later but German referee Wolfgang Starek spotted that Alexandre Lacazette flung himself to the ground in the penalty area without contact.
After his two stunning free kick goals last week, Gareth Bale forced Lyon 'keeper Remy Vercoutre to make two unsteady saves with powerful efforts midway through the second half.
Lyon was content protecting its lead when Dembele powered through a challenge and set himself for a low, left-foot shot which zipped past Vercoutre diving to his left.
Nine other last-32 matches were being played later Thursday.
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