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Montpellier overpowered Toulon 23-3 at Stade Yves De Manoir to join their visitors in the Heineken Cup quarter-finals as Pool Six runners-up.
The hosts paid tribute to their late forwards coach Eric Bechu with a spirited display in poor conditions - Benoit Paillaugue's 15 points helping them create history by making the last-eight, where a trip to Clermont-Auvergne awaits.
Toulon, who are rumoured to be in negotiations to bring half-backs Dan Carter and Michael Claassens to southern France over the summer, began the match brightly.
Their scrum seemed set for an afternoon of dominance in earning a fourth-minute penalty confidently converted by Jonny Wilkinson's boot, but in the event that was as good as it got for the Pool-toppers.
The stadium erupted in the 10th minute, when Montpellier capitalised on some shoddy Toulon defence - Thomas Combezou gliding past a seemingly disinterested Frederic Michalak and touching down under the posts unopposed.
Timoci Nagusa was close to bagging a quick-fire second but spilled Francois Trinh-Duc's accurate crossfield kick over the try-line, and Toulon were forced further onto the back foot when Wilkinson departed with a facial injury.
A trio of Paillaugue penalties followed the quarter-hour mark with Toulon's discipline deteroriating, and Delon Armitage's frustration was clear as his spear-tackle on Pierre Berard earned him a yellow card six minutes before the break.
Only some titanic tackling prevented Mamuka Gorgodze and Nagusa from turning Montpellier's man-advantage into a second try late in the first half, but they were quickly to work on that front when the second period began.
Again, Toulon scrum-half Michalak was culpable as his wayward off-load allowed Montpellier momentum in the visitors' 22, and Paillaugue pounced on the loose ball to rush over in the corner for a score he then brilliantly converted.
A stitched-up Wilkinson returned, but his afternoon was typified in the 72nd minute when he missed a relatively routine shot at goal, and the ex-England fly-half was even further wide of the mark with a late drop-goal attempt.
Toulon are all but assured a home tie in the last-eight, but the Top 14 leaders will need to produce marked improvement on this performance if they are to come close to securing the first Heineken Cup in their history.
Read the thoughts and opinions of Stuart Barnes with skysports.com