Jimmy Briand scored four minutes from time to hand Lyon a 2-1 win over Athletic Bilbao in a pulsating finale at the Stade Gerland.
Lisandro Lopez had headed the French side ahead against the run of play eight minutes into the second half but Athletic deservedly equalised with 11 minutes remaining as substitutes Fernando Llorente and Ibai Gomez combined for the latter to smack home a glorious volley.
Lyon keeper Remi Vercoutre then made a world-class save to deny Markel Susaeta and within seconds the hosts snatched the three points when Gorka Iraizoz failed to hold onto Gueida Fofana's powerful effort and Briand tucked away the rebound.
Last season's finalists Athletic had started this year's competition disappointingly, taking just one point from their opening two fixtures against Hapoel Kiryat Shmona and Sparta Prague, but they could have gone in front after just seven minutes when Aritz Aduriz was played in by Ander Herrera but his first touch was just too strong.
Aduriz was then presented with the best chance of the first half when he was fed by Susaeta but Vercoutre denied him low down to his right when a return pass to Susaeta might have been the better option.
Lyon offered virtually nothing until Steed Malbranque forced Iraizoz into his first save with a long-range effort just before the break, and Lisandro blazed over from the edge of the area.
The visitors started the second half the better but were hit by a sucker punch when Anthony Reveillere broke clear on the right and his cross was brilliantly directed into the corner of the net by Lisandro.
Athletic had two great chances to level almost immediately as Aduriz turned the ball wide after Andoni Iraola's cross had hit the top of the crossbar before Susaeta's attempted chip over Vercoutre drifted wide.
Marcelo Bielsa then introduced Llorente for Aduriz but it was a Lyon substitute who nearly put the game beyond the Basques moments after coming on, Bafetimbi Gomis shooting inches beyond Iraizoz's far post.
Llorente did have an impact as Athletic levelled the scores with 11 minutes remaining, teeing up Gomez to fire expertly on the volley past the helpless Vercoutre.
Gomis was denied by a smart save from Iraizoz but the game was decided by both goalkeepers with five minutes to go. Vercoutre produced an unbelievable save to turn a Susaeta half-volley from close range behind and within seconds, Iraizoz parried Fofana's fierce effort back into the middle of the goal where Briand was waiting to comfortably slot home.
The goal preserves Lyon's 100% record in Group I whilst Athletic's chances of making the last 32 now look almost over.