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Paraguay beat Japan on penalties to create history by reaching the World Cup quarter-finals for the first time.
After a cagey affair in Pretoria, Yuichi Komano missed the third Japan spot-kick to ensure the South Americans progressed 5-3 on penalties to face either Spain or Portugal, who play later on Tuesday.
As throughout the tournament, Japan coach Takeshi Okada named an unchanged line up for the clash, while the South Americans made five changes from the side which drew 0-0 with New Zealand last time.
Carlos Bonet and Antolin Alcaraz came into the backline with forwards Edgar Benitez and Lucas Barrios and midfielder Nestor Ortigoza also earning starts.
Japan signalled their attacking intent within the first 30 seconds with Yoshito Okubo shooting wide from 30 yards, while Komano shot straight at keeper Justo Villar from distance soon afterwards.
But - with the opportunity of a first-ever quarter-final berth at stake for both teams - there were no more chances until the 20th minute.
Sprung
The game finally sprung into life when Barrios was able to turn Komano in the box to get in one-on-one with Eiji Kawashima but the keeper saved his shot with his legs.
Japan then broke forward and Daisuke Matsui's 30 yard effort crashed into the Paraguay crossbar, with keeper Villar beaten.
Roque Santa Cruz then shot just wide from eight yards on the half-hour mark following a Claudio Morel corner, while Keisuke Honda's effort from outside the box flashed wide of Villar's right post after Matsui had made a good run down the right flank.
Nestor Ortigoza came close to breaking the deadlock early in the second period after playing a one-two with Barrios but Yuto Nagatomo made a last-ditch tackle to clear.
At the other end, Nagatomo's long range shot deflected off Bonet and was gathered by Villar.
Matsui received the game's first yellow card on 58 minutes after playing on when the referee had given a Paraguayan free-kick, while Christian Riveros forced an easy save with a header from Morel's cross.
Deadlock
Benitez made way for Nelsen Valdez as Paraguay tried to break the deadlock before Tulio Tanaka headed wide from a corner on 62 minutes.
Shinji Okazaki replaced Matsui as Japan made their own change, while Nagatomo was then booked.
The game became increasingly cagey and neither side could find a way through, with Yasuhito Endo's injury-time free-kick headed on by Yuji Nakazawa but Tulio could not connect with a half-volley.
In extra-time, Kawashima was quick off his line to make an excellent save to deny substitute Valdes after he had turned in the box, while Villar palmed out a powerful Honda free-kick for a corner which Japan could not capitalise on.
Japan had a late chance to win it when Shinji Okazaki back-heeled to fellow substitute Keiji Tamada but he could find no-one in the box with his cross from the left byline as the game went into penalties.
Komano was the unlucky player as he hit the crossbar with the third Japan spot-kick and Paraguay sunk all five, with substitute Oscar Cardozo keeping his nerve to net the last and send the South Americans into celebrations.
After a cagey affair in Pretoria, Yuichi Komano missed the third Japan spot-kick to ensure the South Americans progressed 5-3 on penalties to face either Spain or Portugal, who play later on Tuesday.
As throughout the tournament, Japan coach Takeshi Okada named an unchanged line up for the clash, while the South Americans made five changes from the side which drew 0-0 with New Zealand last time.
Carlos Bonet and Antolin Alcaraz came into the backline with forwards Edgar Benitez and Lucas Barrios and midfielder Nestor Ortigoza also earning starts.
Japan signalled their attacking intent within the first 30 seconds with Yoshito Okubo shooting wide from 30 yards, while Komano shot straight at keeper Justo Villar from distance soon afterwards.
But - with the opportunity of a first-ever quarter-final berth at stake for both teams - there were no more chances until the 20th minute.
Sprung
The game finally sprung into life when Barrios was able to turn Komano in the box to get in one-on-one with Eiji Kawashima but the keeper saved his shot with his legs.
Japan then broke forward and Daisuke Matsui's 30 yard effort crashed into the Paraguay crossbar, with keeper Villar beaten.
Roque Santa Cruz then shot just wide from eight yards on the half-hour mark following a Claudio Morel corner, while Keisuke Honda's effort from outside the box flashed wide of Villar's right post after Matsui had made a good run down the right flank.
Nestor Ortigoza came close to breaking the deadlock early in the second period after playing a one-two with Barrios but Yuto Nagatomo made a last-ditch tackle to clear.
At the other end, Nagatomo's long range shot deflected off Bonet and was gathered by Villar.
Matsui received the game's first yellow card on 58 minutes after playing on when the referee had given a Paraguayan free-kick, while Christian Riveros forced an easy save with a header from Morel's cross.
Deadlock
Benitez made way for Nelsen Valdez as Paraguay tried to break the deadlock before Tulio Tanaka headed wide from a corner on 62 minutes.
Shinji Okazaki replaced Matsui as Japan made their own change, while Nagatomo was then booked.
The game became increasingly cagey and neither side could find a way through, with Yasuhito Endo's injury-time free-kick headed on by Yuji Nakazawa but Tulio could not connect with a half-volley.
In extra-time, Kawashima was quick off his line to make an excellent save to deny substitute Valdes after he had turned in the box, while Villar palmed out a powerful Honda free-kick for a corner which Japan could not capitalise on.
Japan had a late chance to win it when Shinji Okazaki back-heeled to fellow substitute Keiji Tamada but he could find no-one in the box with his cross from the left byline as the game went into penalties.
Komano was the unlucky player as he hit the crossbar with the third Japan spot-kick and Paraguay sunk all five, with substitute Oscar Cardozo keeping his nerve to net the last and send the South Americans into celebrations.