Panathinaikos struck three times in the space of five minutes to stun Roma and book a place in the Europa League last 16.
Needing to overturn a 3-2 deficit from the first leg in Athens, the Italians got off to a great start at the Stadio Olimpico.
John Arne Riise broke the deadlock in the 11th minute before disaster struck for the hosts.
Djibril Cisse equalised from the penalty spot in the 40th minute after Daniele De Rossi had brought down Sotiris Ninis inside the area.
Three minutes later, Ninis put the Greeks ahead before providing the assist for Cisse to score his second of the evening on the stroke of half-time.
De Rossi reduced the deficit in the 67th minute but the damage had already been done.
The visitors ended the game down to 10 men after Kostas Katsouranis was sent off late on for a double booking.
It was the hosts who created more early on, with Panathinaikos goalkeeper Alexandros Tzorvas saving Mirko Vucinic's shot from the edge of the area.
However, Roma went in front soon after when Riise's left-footed strike from 30 yards took a deflection and hit the inside of the near post before finding the net.
Panathinaikos were given a golden opportunity to restore parity when the referee pointed to the spot.
Roma goalkeeper Doni guessed right when Cisse hit his spot-kick towards the far post but was unable to get a touch.
Stunned, the hosts looked rattled and soon went behind.
Marco Cassetti gave the ball away in his own half, leaving Ninis to fire a right-footed strike from the edge of the area past Doni.
Panathinaikos took advantage of Roma's indecision and hit again before the break from a fast counter-attack.
Ninis served an unmarked Cisse and the French striker got past Doni before firing into the back of the net.
Roma dominated after the restart and reduced the arrears in the 67th minute.
Tzorvas parried away Riise's strike but only as far as Italy midfielder De Rossi and he tapped the ball in.
Tzorvas made a great clearance from Vucinic's free-kick with 10 minutes remaining as the Greek side held on for the win.
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