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Liverpool's Virgil van Dijk, right, clears the ball in front Villarreal's Gerard Moreno during the Champions League semi final, second leg soccer match between Villarreal and Liverpool at the Ceramica stadium in Villarreal, Spain. Liverpool won 3-2 on May 3, 2022.Alberto Saiz/The Associated Press

Liverpool rallied after an early scare to defeat Villarreal 3-2 and advance to its third Champions League final in five seasons on Tuesday.

Villarreal looked on its way to another stunning upset after opening a two-goal lead in the first half to offset its 2-0 first-leg loss in England, but the modest Spanish club couldn’t keep up and Liverpool came from behind to advance 5-2 on aggregate.

After Boulaye Dia and Francis Coquelin put Villarreal ahead by the 41st minute, Fabinho, substitute Luis Diaz and Sadio Mane scored in the second half to propel Liverpool into the final for the first time since winning its sixth European title in 2019.

Based in a city of 50,000 people in southern Spain, Villarreal had eliminated Juventus in the round of 16 and Bayern Munich in the quarter-finals.

Unai Emery’s team played a man down from the 86th after Étienne Capoue, who assisted on both Villarreal’s goals, was sent off with a second yellow card.

Liverpool will play the May 28 final in Paris against either Premier League rival Manchester City or 13-time European champion Real Madrid. They will meet on Wednesday in Madrid with City defending a 4-3 win from the first leg in England.

The victory also keeps alive Liverpool’s hopes of a " quadruple " – winning all four major trophies in one season.

The visitors were dominant in the first leg but looked lost on Tuesday as Villarreal came out pressing early. The hosts won almost every 50-50 ball and stayed near the Liverpool area without giving up much space for counterattacks.

It didn’t take long for Villarreal to cut into the first-leg deficit as Dia opened the scoring from close range after a pass by Capoue in the third minute.

Villarreal wanted a penalty kick after Giovani Lo Celso collided with Liverpool goalkeeper Alisson Becker, but a few moments later it got the second goal with a header by former Arsenal midfielder Francis Coquelin into the top corner after a well-placed, right-flank cross by Capoue.

The Liverpool defence looked flat-footed on both goals, leaving space for the Villarreal players to finish into the net.

The English club improved significantly in the second half. It nearly pulled closer when Trent Alexander-Arnold’s shot deflected on a defender and hit the crossbar in the 55th. The first goal came in the 62nd with a low shot by Fabinho that went through the legs of goalkeeper Geronimo Rulli.

Liverpool took advantage of Villarreal’s letdown and Diaz, who helped turn the game around after entering the match at halftime, equalized with a 67th-minute header. Mane got the go-ahead goal on a breakaway in the 74th after getting past Rulli outside the area and shooting into the open net.

Returning to the Champions League may be hard for Villarreal as it’s currently out of the qualification zone in the Spanish league. This was only the fourth appearance in Europe’s top club competition for the club. It had also made the semi-finals in 2006, losing to Arsenal. It was a quarterfinalist in 2009, losing to Arsenal again.

With Villarreal’s elimination, Shakhtar Donetsk is set to earn an automatic spot directly into the group stage next season. The berth was freed up because the winner this season will be either Liverpool, Madrid or City, who already qualified through their league’s position.