Alessia Russo's stunning brace helped Arsenal overturn a 2-0 first-leg deficit against Real Madrid and reach the Women's Champions League semi-finals.
Russo's double and a Mariona Caldentey strike all came in a 14-minute spell after half-time at the Emirates as the Gunners turned their quarter-final tie on its head.
Kate McCabe delivered the free-kick that helped set-up Arsenal's crucial third goal as Renee Slegers' side won 3-0 on the night to clinch a 3-2 aggregate victory and set up a semi-final against Lyon.
Slegers' unchanged XI, fresh from Saturday's 4-0 Women's Super League victory over Liverpool, dominated in the opening stages.
Kelly's corner met the head of the unmarked Steph Catley, who failed to guide her effort at the back post on target as Madrid were let off the hook.
Arsenal had to wait until the second half to find a way through the Spanish side's defence for the first time in the tie.
The moment came in the 46th minute when a stunning run infield by Caitlin Foord dragged multiple visiting players out of position, before her lay off to Kelly saw the Manchester City loanee whip a perfect cross to the well-positioned Russo to tap home.
Arsenal had their tails up and it did not take long for their press to force a turnover and playmaker Kelly to set-up another as they drew level in the tie.
The Lionesses winger surged down the right in the 49th minute and this time floated a cross into the path of Caldentey, who performed a late run into the box and powered her header underneath Real goalkeeper Misa.
It only seemed a matter of time until Arsenal would score again and it was no surprise that it was through a set-piece.
The Gunners had relished the physical battle all night, beating Madrid in the majority of duels and catching them cold in possession prior to McCabe's free-kick.
Catley beat her marker to meet the delivery and knock the ball down towards Russo, who shifted her feet and smashed Arsenal ahead.
Russo thought she had completed her hat-trick on two occasions. However, two calls for offside meant she had to settle for a double on the night as Arsenal advanced into the last four.
Alessia Russo scores the crucial third goal for Arsenal
Eight-times winners **Lyon** put on a ruthless second-half display to defeat **Bayern Munich** 4-1 in the second leg of their Champions League quarter-final tie, completing a 6-1 aggregate win.
Bayern pushed forward from the off, pinning the hosts back in their own half as the German side looked for a goal to ignite the tie and the visitors rocked Lyon when Klara Buhl put them ahead 12 minutes before the break.
Buhl played a one-two with Momoko Tanikawa before driving forward into the area and drilling a low shot past keeper Christiane Endler which went in off the far upright, just the second goal Lyon had conceded in this season's competition.
Focussed they were, as less than 30 seconds after the interval Lyon restored their two-goal cushion with Melchie Dumornay heading in from a Kadidiatou Diani cross, and an awful mistake at the back saw Bayern fall further behind in the 54th minute.
Giulia Gwinn lost control of the ball inside her own area and Diani pounced to send her shot into the net and six minutes later Lyon put the tie out of reach when Tabitha Chawinga finished off Diani's cross with a close-range strike.
Last year's finalists threatened to run riot, with Bayern needing keeper Maria Luisa Grohs to keep out efforts from Damaris Egurrola and Selma Bacha, before Ada Hegerberg scored Lyon's fourth goal in added time.