In a crunch tie Round of 16 match, it was AC Milan who unexpectedly came away with a victory after a brilliant performance that gave the home side a 2-0 lead to take with them to the Nou Camp.
Messi and co could not break down an organised Milan defence and second-half goals from Boateng and Muntari resulted in a memorable result for the young AC Milan side.
It was Milan who started off the brightest and it looked like El Shaarawy had a real chance of grabbing the opening goal of the tie when he found himself through on goal but a heavy touch allowed Puyol to recover and clear the danger.
From the following corner, Boateng got on the end of El Shaarawy's deliver and flicked the ball narrowly wide of the far post.
Lionel Messi showed glimpses of what he is capable of, forcing Mexes to commit to a yellow-card foul and leaving Constant for dead with a deft touch. However, every time there was a Milan player there to stop the attacking threat.
With 10 minutes to go in the first-half, Boateng played an early cross low into the box where El Shaarawy stretched towards the ball but narrowly missed making contact.
Milan, on the back of a 7 match unbeaten run in Serie A which has seen them rise to 3rd, coped superbly with Barcelona when they pressed forward.
Barcelona, in their 40th match of the season which has seen an incredible 31 wins, were happy to dominate possession and try to work an opening, looking patient in their play and comfortable that they will be able to take a chance when they create it.
At half-time the game was goalless and a pretty drab affair, with neither side creating a clear cut chance which could provide the opening goal.
The second-half continued in much of the same fashion as the first, with Barcelona dominating possession but failing to create an attacking opening while Milan defended resiliently and looked threatening going forward.
On the 55 minute mark, El Shaarawy won a free-kick after being bundled over by Dani Alves. It was taken short but the initial shot was blocked by the arm of Milan's Zapata, falling kindly to Kevin Prince Boateng who's first time shot on the turn beat Valdes and gave Milan the lead.
Barcelona appealed for what they rightly felt was their free kick due to Zapata's handball but the Scottish referee was having none of it and booked Pique for his protests.
Milan were forcing Barca to half chances but the Spanish giants threatened. Iniesta fired a driven shot wide of the post before Xavi saw his free-kick dip just over the bar.
With 10 minutes remaining Milan struck again. Niang battled with Puyol and came off victorious, slipping the ball to El Shaarawy who flicked the ball over the top to Sulley Muntari.
The Ghanian midfielder had plenty of space and struck the ball into the far corner for his first Champions League goal of the season, putting Milan in a strong position for the second-leg if they could hold out for a clean sheet.
Despite Barcelona's attacking force their only threat was when captain Carlos Puyol headed a corner wide of the post.
Milan held on until the end to record a fantastic result to cap off a superb performance. Barcelona will have to turn it around at the Nou Camp in 3 weeks time.
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