Athletic's 2-1 win was the result of 90 minutes brilliant football from the Basques who were better than their English rivals from start to finish of the game. Manchester United coach Sir Alex Ferguson made several changes to his side with Rio Ferdinand and Tom Cleverley in his starting 11, while Bilbao began with the same side that had performed so well in Manchester a week earlier.

　　Manchester United kicked off needing to score twice in order to have any chance of qualifying, while Bilbao only needed to keep things tight in defense, but true to form the Basque side looked to take the game to their rivals with Markel Susaeta and Javi Martinez both causing problems in the early minutes.

　　At the other end, Wayne Rooney saw a shot blocked by Bilbao keeper Gorka Iraizoz following a good cleveley pass, but overall the Spanish side were in control.

　　Iker Muniain hit the Manchester United post after 14 minutes after a smart passing move and Fernando Llorente put Bilbao ahead 10 minutes later with a first time finish after a long ball from Fernando Amorebieta.

　　The big striker had to leave the pitch five minutes from the break with a hip injury and was replaced by Gaizka Toquero, while United's only chance before halftime was an Ashley Young run that was well-stopped by Amorebieta.

　　Bilbao continued with the initiative in the second half with Ander Herrera going close and Andoni Iriola firing wide after a magnificent swerving run, while United were again subdued in the face of a magnificent atmosphere in the ground.

　　Oscar de Marcos doubled home side's lead halfway through the half following an Iriola cross from the right and United used their substutions, bringing on Danny Welbeck, Paul Pogba and and Chris Smalling, but it was Bilbao who again went close as Susaeta side-footed wide, before Gaizka Toquero headed onto the roof of the net.

　　Wayne Rooney pulled a goal back for United with a wonderful right foot shot ten minutes left to produce som worries among the home fans, but the final result was fully deserved for Bilbao and their fans.