STOKE CITY surrendered their unbeaten Europa League record and top spot in Group E as the outcome of their eventful trip to Istanbul hinged on the controversial sending off of skipper Matthew Upson at the Inonu Stadium.
Upson was shown a red card in the 57th minute for a challenge on Besiktas striker Hugo Almeida which led to the Turkish cup winners hauling themselves back on level terms from the penalty spot to change the whole complexion of the tie.
Up until that point, the Potters had looked on course to extend their unbeaten run in Europe to ten matches after Ricardo Fuller's first goal of the season, a deflected shot fired home from 30 yards, had given them a first half advantage.
But Besiktas gained the upper hand after the equaliser and eventually ran out comfortable 3-1 winners to claim top spot in Group E.
The Turkish side had needed a point to secure their passage through to the Knockout Stages, but the outcome proved to be irrelevant as Dynamo Kiev, reduced to nine men in their match, could only muster a draw with Maccabi Tel Aviv.
Though it was disappointing not to extend their unbeaten run to ten matches, City could draw much satisfaction from the fact that their much-changed side was on course to achieve a good result when they had eleven men on the pitch.
While Almeida went down under Upson's lunge just inside the box, it seemed harsh to send the defender off on top of awarding a penalty.
Besiktas had certainly grown restless up until that point and City's players were the target for several missiles which were thrown onto the pitch.
As expected, manager Tony Pulis made eleven changes to the side that had beaten Tottenham Hotspur at the weekend, but he was dealt a blow in the early stages of the game when Andy Wilkinson had to be replaced through injury.
Therefore, Pulis had Rory Delap and Cameron Jerome operating either side of his three central defenders Upson, Salif Diao and Danny Higginbotham, a system which had worked well in other away matches in the Europa League.
It offered plenty of promise in the early stages of this encounter and City, roared on by their 600 fans, created the first real opportunity.
Despite his responsibilities in a deeper role, Jerome found himself bursting through one-on-one with the Besiktas 'keeper Rustu Recber.
The former Birmingham man was denied on that occasion and Besiktas responded by exerting a period of pressure in which Asmir Begovic was forced to make a brilliant double save to deny Almeida and Fernandes in the 20th minute.
City continued to show plenty of promise on their raids into Besiktas territory with the pace of Fuller causing particular problems for them.
It was no surprise then that the Jamaican international broke the deadlock in the 29th minute although his ambitious long-range shot required a wicked deflection off the back of Sivok to leave Recber wrong-footed as it flew in.
The Potters almost stretched their lead when the energetic Fuller charged down an attempted clearance from Recber, but watched in anguish as it hit the underside of the bar before being scrambled clear off the line.
Both Fuller and Begovic were shown yellow cards before the break and the Bosnian 'keeper made a crucial save when he palmed a volley from the ever alert Almeida over the bar as Besiktas strived to get back on level terms.
City looked good value for their half time lead and continued to frustrate the home side when the second half got underway.
The atmosphere was in danger of turning unpleasant, but it all changed with Upson's challenge on Almeida which not only saw the defender given his marching orders, but led to Fernandes sending Begovic the wrong way from the spot.
The fact that they were down to ten men and had such a makeshift defence anyway meant that City were really up against it for the rest of the game and it required Begovic to pull off a brilliant save to deny Fernandes in the 75th minute.
It was only brief respite as the resulting corner swung into the box was firmly headed home by substitute Mustapha Pektemek.
There was more controversy when City hit back and Fuller burst into the box only to be sent crashing to the ground by a body check.
Much to their annoyance, no penalty was awarded and to add to their frustration, Besiktas killed off any comeback minutes later.
A second Besiktas substitute Edu was only on the field a few minutes when he drilled home a thunderous shot from the edge of the box which gave Begovic no chance whatsoever to spark wild celebrations among the home fans.
The defeat could have been even heavier but for Begovic as Edu went in search of another goal in the close stages of the tie.