A goal from Rodrigo Tello condemned Manchester United to their first home defeat in 24 Champions League matches as Besiktas ran out 1-0 winners.
Tello scored the decisive goal after 20 minutes and even though Sir Alex Ferguson's much-changed side had the majority of possession they lacked a cutting edge.
The visitors were grateful to goalkeeper Rustu in stoppage time as he made two superb saves from Federico Macheda and Wes Brown in quick succession.
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