Liverpool lost their unbeaten record this season and saw their Champions League dreams take a beating after a home defeat by Marseille.
Marseille, despite terrible domestic form, have now won both their opening Group A matches and appear likely to qualify for the knockout stages.
The French club's winner came from the night's best player, midfielder Mathieu Valbuena with 13 minutes left - but their superiority should have been rewarded a lot earlier.
Porto's win in Turkey against Besiktas makes Liverpool's quest for qualification that bit harder.
Liverpool could not afford to repeat the slow start they produced in Porto in their opening game - but they were again slow out of the blocks.
Marseille, clearly intent on impressing new coach Erik Gerets in his first match in control of the French side, made Liverpool look slow and way off the pace.
The visitors' midfield of Valbuena, Benoit Cheyrou and Karim Ziani dominated, with skipper Lorik Cana effortlessly controlling play from the holding role.
Liverpool were constantly ambushed in possession, or just gave the ball away.
With Mohamed Sissoko let down by his passing and skipper Steven Gerrard forced to do the running of several of his team-mates, it was a miracle that Liverpool were still level at the break.
Marseille were almost ahead early on when Ziani robbed Fabio Aurelio and set up Mamadou Niang in the box, the resulting shot stopped by Jose Reina's knee.
Gerrard was booked for a tackle on Cheyrou before Niang missed a clear volley from Taye Taiwo's deep cross.
Former Liverpool man Boudewijn Zenden was effective on the left, neatly moving into space inside.
Sebastian Leto, preferred on the left to John Arne Riise and Ryan Babel, started competitively but was soon being swept aside as Marseille continually surged forward, Valbuena a constant threat.
It took Benitez just five minutes of the second half to replace Leto with Riise, Sissoko having already been booked for a foul on Valbuena.
It was not much better elsewhere in Liverpool's ranks, and when Valbuena's clever turn exposed Jamie Carragher, the Anfield defender was the next to be booked for hauling back the elusive playmaker.
Benitez was a picture of annoyance on the line, and when he opted to bring on Voronin, he changed his mind about who was to come off.
First it was Fernando Torres, and then after a quick rethink, Aurelio was replaced.
At the same time Marseille brought off Niang and replaced him with Djibril Cisse, who got a warm reception from the Anfield fans.
Dirk Kuyt was next into the fray for Liverpool, taking over from Peter Crouch, who had made little impact even if the amount of decent possession he was afforded was minimal.
Eventually Marseille got the goal they deserved - and it followed squandered possession by Sissoko in the 77th minute.
The ball was quickly moved by Zenden to Valbuena, who saw his 20-yard shot crack against the angle of the bar and post on its way into the net.
Marseille surprisingly took off Valbuena on 83 minutes, sending on Wilson Oruma.
When Zenden limped off with three minutes left, Salim Arrache taking over, Marseille were within touching distance of a historic victory.
Gail Givet had barely given Torres a yard all night, and it says something for the efforts of Liverpool's forwards that it was Sami Hyypia who had their best two efforts before Yossi Benayoun saw a low header pushed away by Steve Mandanda in injury-time.
Torres then hit a post after Gerrard had stormed through to cause chaos in the Marseille box.
But the French clung on and Liverpool just did not deserve anything from this, all their best efforts coming in four minutes of injury-time.
Teams
Liverpool Reina, Finnan, Carragher, Hyypia,Aurelio (Voronin 70), Benayoun, Gerrard, Sissoko,Leto (Riise 52), Torres, Crouch (Kuyt 75).
Subs Not Used: Itandje, Arbeloa, Babel, Mascherano.
Booked: Gerrard, Sissoko, Carragher.
Marseille Mandanda, Bonnart, Rodriguez, Givet, Taiwo, Cana,Cheyrou, Valbuena (Oruma 83), Ziani, Zenden (Arrache 87),Niang (Cisse 70).
Subs Not Used: Hamel, Zubar, M'Bami, Moussilou.
Marseille, despite terrible domestic form, have now won both their opening Group A matches and appear likely to qualify for the knockout stages.
The French club's winner came from the night's best player, midfielder Mathieu Valbuena with 13 minutes left - but their superiority should have been rewarded a lot earlier.
Porto's win in Turkey against Besiktas makes Liverpool's quest for qualification that bit harder.
Liverpool could not afford to repeat the slow start they produced in Porto in their opening game - but they were again slow out of the blocks.
Marseille, clearly intent on impressing new coach Erik Gerets in his first match in control of the French side, made Liverpool look slow and way off the pace.
The visitors' midfield of Valbuena, Benoit Cheyrou and Karim Ziani dominated, with skipper Lorik Cana effortlessly controlling play from the holding role.
Liverpool were constantly ambushed in possession, or just gave the ball away.
With Mohamed Sissoko let down by his passing and skipper Steven Gerrard forced to do the running of several of his team-mates, it was a miracle that Liverpool were still level at the break.
Marseille were almost ahead early on when Ziani robbed Fabio Aurelio and set up Mamadou Niang in the box, the resulting shot stopped by Jose Reina's knee.
Gerrard was booked for a tackle on Cheyrou before Niang missed a clear volley from Taye Taiwo's deep cross.
Former Liverpool man Boudewijn Zenden was effective on the left, neatly moving into space inside.
Sebastian Leto, preferred on the left to John Arne Riise and Ryan Babel, started competitively but was soon being swept aside as Marseille continually surged forward, Valbuena a constant threat.
It took Benitez just five minutes of the second half to replace Leto with Riise, Sissoko having already been booked for a foul on Valbuena.
It was not much better elsewhere in Liverpool's ranks, and when Valbuena's clever turn exposed Jamie Carragher, the Anfield defender was the next to be booked for hauling back the elusive playmaker.
Benitez was a picture of annoyance on the line, and when he opted to bring on Voronin, he changed his mind about who was to come off.
First it was Fernando Torres, and then after a quick rethink, Aurelio was replaced.
At the same time Marseille brought off Niang and replaced him with Djibril Cisse, who got a warm reception from the Anfield fans.
Dirk Kuyt was next into the fray for Liverpool, taking over from Peter Crouch, who had made little impact even if the amount of decent possession he was afforded was minimal.
Eventually Marseille got the goal they deserved - and it followed squandered possession by Sissoko in the 77th minute.
The ball was quickly moved by Zenden to Valbuena, who saw his 20-yard shot crack against the angle of the bar and post on its way into the net.
Marseille surprisingly took off Valbuena on 83 minutes, sending on Wilson Oruma.
When Zenden limped off with three minutes left, Salim Arrache taking over, Marseille were within touching distance of a historic victory.
Gail Givet had barely given Torres a yard all night, and it says something for the efforts of Liverpool's forwards that it was Sami Hyypia who had their best two efforts before Yossi Benayoun saw a low header pushed away by Steve Mandanda in injury-time.
Torres then hit a post after Gerrard had stormed through to cause chaos in the Marseille box.
But the French clung on and Liverpool just did not deserve anything from this, all their best efforts coming in four minutes of injury-time.
Teams
Liverpool Reina, Finnan, Carragher, Hyypia,Aurelio (Voronin 70), Benayoun, Gerrard, Sissoko,Leto (Riise 52), Torres, Crouch (Kuyt 75).
Subs Not Used: Itandje, Arbeloa, Babel, Mascherano.
Booked: Gerrard, Sissoko, Carragher.
Marseille Mandanda, Bonnart, Rodriguez, Givet, Taiwo, Cana,Cheyrou, Valbuena (Oruma 83), Ziani, Zenden (Arrache 87),Niang (Cisse 70).
Subs Not Used: Hamel, Zubar, M'Bami, Moussilou.
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