Defender Diego Godin scored a dramatic winner nine minutes from time to send Uruguay through to the World Cup last 16 with a 1-0 win over Italy which sent the four-time champions home.
Italy coach Cesare Prandelli had made his intentions clear by starting with a 3-5-2 formation and for most of the first hour they succeeded in shackling the Uruguayans.
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The match was sparked into life just before the hour mark when Italy's Claudio Marchisio was shown a straight red card for a foul on Egidio Arevalo Rios.
Before that, it looked like Italy would succeed in suffocating Suarez and the Uruguayan attack and secure the point they needed to progress along with group winners Costa Rica.
After 81 minutes, though, Godin rose above a scrum of players in the Italy box to power the ball into the net off his head and shoulder and give the Uruguayans a lead they never relinquished.
The Italian players were still complaining to the referee after Uruguay striker Luis Suarez appeared to bite Giorgio Chiellini shortly before Godin rose to head in the winner.