Bloemfontein Celtic suffered a 2-0 defeat to Nigerian outfit Rivers United in their CAF Confederation Cup encounter on Wednesday evening.
The Free State outfit progressed to the first round after overcoming Maniema Union on penalties earlier this month.
John Maduka's troops came into the encounter in high spirits after holding Kaizer Chiefs to a 1-1 draw, which extended their unbeaten run to three matches in the DStv Premiership.
Unsurprisingly, Maduka rang the changes on the night as Sipho Chaine replaced Jackson Mabokgwane between the sticks while Ndumiso Mabena, Victor Letsoalo and Lantshene Phalane were rested for the tie.
The Nigerian outfit, meanwhile, have not been in action since their preliminary round victory over Futuro.
However, both sides were unable to find the breakthrough in the opening 45 minutes, which was quite reminiscent of Celtic's last encounter in this confirmation.
With the second half not proving to be any better, Maduka introduced Sera Motebang and Reagan Van Der Ross for the final 20 minutes.
Despite Celtic's double change, it was the visitors who broke the deadlock moments later for an important away goal, before they managed to bag a second goal on 80 minutes to wrap up the win.