Bayer: Adler; Vida, Schwaab, Reinartz, Kadlec;
Rolfes (Bender 89'), Vidal; Castro, Renato Augusto, Sidney Sam (Jorgensen 76');
Derdiyok (Kiessling 46'). 4-2-3-1.
Villarreal: Diego López; Mario, Gonzalo, Musacchio, Català; Borja Valero, Marchena, Bruno, Wakaso (Cazorla 60'); Rossi (Nilmar 68'), Marco Rubén (Joan Oriol 83'). 4-4-2.
1-0. 33. Kadlec. Picked up ball in midfield and ran on to score with angled shot.
1-1. 42. Rossi. Ran on to Marchena through ball and steered shot past keeper.
1-2. 70. Nilmar. Won ball back off Reinartz inside area and forced shot past Adler.
2-2. 72. Castro. Cut past Mario to score after long cross headed on by Kiessling.
2-3. 94. Nilmar. Touched on Cazorla's pass and ran on to poke shot under keeper.
A great result for Villarreal in the first leg, a 2-3 victory against Bayer Leverkusen giving the Spanish side a big advantage for next week's return match. The German team tested Diego López a couple of times before Kadlec finally beat him with a shot from outside of the area with just over half an hour on the clock. But a couple of minutes before the break Marchena sent Rossi through for the striker to steer a shot past Adler and level the scores. With twenty minutes to go Garrido brought on Nilmar, and with his first touch of the ball he picked up Mario's pass and battled through to put the visitors ahead. Just a minute or so later Castro equalised after picking up a cross from the right and cutting past Mario to score, but with the game in the last minute of injury time Nilmar pulled down a long pass from Cazorla to poke the ball under the legs of the keeper. Three away goals, and even a narrow defeat next week would take Villarreal in to the quarter finals.