Two Spanish teams, Real Madrid and Villarreal, on Tuesday night reached the semifinals of the UEFA Champions League by eliminating Chelsea and Bayern Munich.

Chelsea’s title defense in the Champions League ended despite a 3-2 win against Real Madrid, with Karim Benzema spoiling the English team's comeback by scoring in extra time to put the Spanish powerhouse back into the semifinals.

Benzema had scored a hat trick in the first leg to give Madrid a 3-1 lead, then got the decisive goal at the Santiago Bernabéu Stadium with a header off a cross by Vinícius Júnior six minutes into extra time.

The hosts had looked beaten after going down 3-0 in regulation, but substitute Rodrygo evened the aggregate score in the 80th and Madrid found a way to reach the last four for the 10th time in the last 12 seasons.

Chelsea had overpowered Madrid early and built a lead through goals by Mason Mount in the 15th, Antonio Rüdiger in the 51st and Timo Werner in the 75th.

Madrid will next face either Manchester City or Atlético Madrid, which play on Wednesday in the Spanish capital with City defending a 1-0 lead from the first leg.

The loss will add to Chelsea’s off-the-field turmoil amid the forced sale of the club after sanctions in Britain against oligarch owner Roman Abramovich following Russia’s invasion of Ukraine.

Chelsea sits in third place in the Premier League, five points clear of Tottenham in the final Champions League place with a game in hand.

Chelsea had eliminated Madrid 3-1 on aggregate in last year's semifinals en route to its second Champions League title.

In the other game, Villarreal stunned six-time European champion Bayern Munich to reach the Champions League semifinals for the first time in 16 years thanks to Samuel Chukwueze's 88th-minute goal that salvaged a 1-1 draw and a 2-1 aggregate victory.

Villarreal's 1-0 lead from the first leg was wiped out by Robert Lewandowski seven minutes into the second half, but Chukwueze completed a counterattack within four minutes of coming off the bench to extend the Spanish team's surprising run in the competition.

"They made the mistake today of not killing us off and we took advantage of that," Villarreal striker Gerard Moreno said. "What this team has done is great."

Especially given the disparities in size and status. The entire population of the southeastern Spanish city of Villarreal — 50,000 — could fit into Bayern's 75,000-capacity stadium.

And while Bayern lifted the European Cup in 2020, the furthest Villarreal has reached in the competition is the semifinals in 2006.

"If you take just this game into account, without the first game, we should have gone through convincingly," Bayern forward Thomas Müller said. "It’s difficult to accept this; I don’t know what to say."

But the same resolve that saw Villarreal beat Manchester United in the 2021 Europa League final has now seen Unai Emery's side oust both Juventus and Bayern in the knockout phase of the Champions League.

There could be another six-time champion to eliminate to a reach a first Champions League final. Liverpool or Benfica awaits in the semifinals, with the English club holding a 3-1 lead over the Portuguese side heading into Wednesday's second leg at Anfield.

Even when Lewandowski leveled the quarterfinal on aggregate — with a low shot after being set up by Müller — there was a good reason not to write off Villarreal.

Excluding his time at Paris Saint-Germain from 2016-18, Emery has won 22 consecutive two-leg knockout encounters in Europe since 2015 — with Sevilla, Arsenal and Villarreal.

The decisive moment in Bavaria came when Dani Parejo gained possession by the Villarreal penalty area and then launched the breakaway by sending the ball to Giovani Lo Celso. Lo Celso then slid a pass across the face of goal and Chukwueze struck into the top corner of the net.

Villarreal was delirious and held out for the memorable win.

"We knew we were going to suffer in defense but we were going to have our chances," Moreno said. "And, in the end, Chukwueze was able to make the most of it. We want to thank those who came here tonight and those who are in Villarreal. It’s great to be a Villarreal fan, and you have to enjoy nights like this."