Cristiano Ronaldo's seventh Champions League goal of the season gave Madrid the perfect early start as he netted after just six minutes to level up the aggregate scores at 1-1.
However, Madrid failed to make the most of a host of first-half chances and they paid the cost as Miralem Pjanic smashed home a 75th-minute equaliser for Lyon to send Manuel Pellegrini's men crashing out.
With this year's final being staged at the Bernabeu, Madrid had high hopes of reaching that final showpiece and the postmortem in the Spanish capital will almost certainly leave Pellegrini under more pressure.
It would have been a different story though if Madrid had not been so profligate in the opening period, with Gonzalo Higuain the chief culprit.
Madrid could not have asked for a better start as they came out flying.
There were just 16 seconds on the clock when Lyon goalkeeper Hugo Lloris was called into action first, coming out to deny Kaka, and within five minutes Madrid were ahead.
Guti's ball over the top from inside his own half put Ronaldo in on the left and his low left-footed drive fizzed under Lloris, who might have felt he should have done better.
After that Lyon had to withstand a Madrid onslaught.
Kaka, Ronado and Higuain all went close before the latter missed an incredible opportunity to put Madrid 2-0 up in the 25th minute.
Some home fans must already have been celebrating as Higuain broke in behind the Lyon defence and skipped past Lloris, but with an open goal to aim for the Argentina international's shot from the edge of the box hit the near post.
Higuain then spurned another great opening two minutes later, although this time he was denied by a fine one-handed stop by Lloris.
It was all Madrid in the opening 34 minutes, but Lyon warned the Spanish giants how precarious their situation still was as they fashioned a decent opening of their own.
A deflected cross reached Jean Makoun eight yards out, but the midfielder whose stunning 25-yard strike gave Lyon their first leg lead, mis-kicked and let Madrid off the hook.
Makoun's involvement in the game would not be much longer as he was one of two men replaced at half-time by Lyon coach Claude Puel, Jean-Alain Boumsong also making way with Kim Kallstrom and Maxime Gonalons the players on. And that move turned out to be key as Lyon looked a totally different side after the break.
The first promising sign for the visitors came immediately after the restart when Gonalons won a header at the far post, but his effort cleared the crossbar.
Sidney Govou then blazed another good opening over in the 52nd minute before Lisandro tested Iker Casillas from 25 yards as Lyon started the second period on fire.
Madrid tried to stem the tide with efforts from Kaka and Esteban Granero but neither hit the target and it was Lyon who continued to look the more threatening.
And the French outfit would end up putting paid to Madrid's dreams as Pjanic picked up a lay-off from Lisandro inside the area before thumping a half-volley past Casillas.
There was no way back for Madrid after that and Lyon could have added to the home side's agony as Lisandro and Cesar Delgado both missed chances when clean through at the end.
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