Ajax beat Real Madrid who are 13-time European champions at the Bernabeu to progress from a Champions League knockout tie for the first time in 22 years.
The Netherlands team were trailing 2-1 from the first-leg. Ajax scored in the 18 minutes to level up the aggregate.
Hakim Ziyech and David Neres scored the first two goals before Dusan Tadic strike sent Real Madrid home.
Marco Asensio scored with 20 minutes remaining to give Madrid hope but Ajax midfielder Lasse Schone scored a spectacular free kick to seal the win.
Final score is Ajax winning 4: 1, and became the first team to overturn a 2-1 first-leg home defeat in the Champions League.