Toulon staged a staggering fightback to knock Saracens out of the Investec Champions Cup with an extraordinary 72-42 victory at Stade Mayol.
Saracens boss Mark McCall rested his entire England contingent after choosing to prioritise the Gallagher Premiership.
Maro Itoje and Tom Willis were the latest players to complete their mandatory post-Six Nations stand-down week, while Jamie George, Ben Earl and Elliot Daly were also absent.
But for most of the first half, Saracens defied the odds as they raced into a commanding lead following tries from Juan Martin Gonzalez (2), Nick Tompkins, Olly Hartley and Ivan van Zyl, with Fergus Burke kicking six conversions.
Toulon, though, stirred in the sunshine, scoring 40 unanswered points to secure a quarter-final place after a game that produced 16 tries.
Number eight Facundo Isa led the way with a hat-trick, while there were also touchdowns for Melvyn Jaminet (2), who finished with 32 points, Jiuta Wainiqolo, Brian Alainu'uese, Leicester Fainga'anuku, Baptiste Serin and Setariki Tuicuvu.
Substitute hooker James Hadfield added a sixth Saracens try that Burke again converted late on, but Toulon had already done enough to record one of the tournament's most memorable wins.
Toulon gifted their opponents a try after just four minutes when Jaminet's speculative long pass inside his own 22 was fumbled by Isa and Gonzalez pounced, with Burke converting.
That seven-point advantage was swiftly cancelled out, though, as Jaminet made amends by setting up Wainiqolo for a try that he also converted, yet Saracens were back in front just two minutes later.
Gonzalez was again heavily involved, powering deep into the heart of Toulon's defence, and Wales international Tompkins had a simple finish. Burke's conversion made it 14-7 inside 10 minutes.
Two Jaminet penalties cut the gap to a point, yet Saracens pounced again at the end of a breathless opening quarter when Hartley broke two tackles and sprinted in from 20 metres, and Burke added a third conversion.
Toulon did not learn their lesson, though, and more defensive hesitancy led to Gonzalez capitalising for Saracens' fourth touchdown, with Burke again converting.
Saracens were in control of the contest, and there was more to come when hooker Theo Dan made light work of Toulon's defence and sent a scoring pass to skipper Van Zyl.
Burke maintained his 100 per-cent conversion success rate, yet just when there appeared no way back for Toulon they claimed two tries in four minutes.
Isa was driven over the first, then Jaminet rounded off a sweeping move. He converted both scores, and a thrilling first half ended with Toulon 35-27 adrift.
Toulon had the bit between their teeth after an opening 30 minutes when they repeatedly hit the self-destruct button.
And Alainu'uese scored their fourth try early in the second period, before Jaminet had a score disallowed as Saracens held a three-point advantage midway through the third quarter.
Toulon then went ahead for the first time through a 56th-minute try for Isa that Jaminet converted, and the home side had scored 26 unanswered points from 35-13 adrift.
It got worse for Saracens when Isa completed his hat-trick, with Jaminet converting, and Toulon closing in on a half-century that they ultimately passed with ease and left Saracens wondering what might have been.
Additional reporting from PA
