City were beaten by current holders in Spain as we fell to our first defeat in the European competition this season.
The Catalan side needed to win by at least two goals to move top of Group D after losing their only game in any competition this season when they were beaten 2-0 at the Joie Stadium.
But they ran up against Khiara Keating in brilliant form with the City keeper pulling off a number of outstanding saves in the first half.
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And Gareth Taylor’s side almost took the lead when Jill Roord’s thunderous strike rattled the crossbar.
But Barca found a breakthrough just before the break when Claudia Pina found the bottom corner when the ball ran loose after a goalmouth scramble.
Aitar Bonmati and Alexia Putellas then scored in the second half to secure top spot for Barca on goal difference.
Both teams go into the draw for the Champions League quarter-final with the last-eight ties scheduled for March.
Watch the best of the action from the game in Spain in the video player above…