Toulon produced a stunning second-half display to beat Cardiff Blues 43-20 and book their place in the Heineken Cup quarter-finals.
The reigning European champions led by just two points at half-time but powered their way past the forlorn Blues after the break.
Indiscipline cost the Blues dearly as four yellow cards and three penalty tries, combined with a try for wing David Smith, were enough to hand Toulon the win.
Jonny Wilkinson kicked the home side ahead after two minutes with a penalty and the Blues were down to 14 men shortly after.
Matt Giteau broke the line before finding David Smith in support and when he was hauled down by Chris Czekaj, the winger was sent to the bin for stripping the ball on the floor on six minutes.
Former England outside-half Wilkinson kicked the penalty and it looked as though Toulon were ready to run away with it.
But a long range Leigh Halfpenny penalty on 12 minutes steadied the ship for the visitors and the Wales international kicked a second on 18 minutes to draw level.
Wilkinson was unusually wayward with the boot from a penalty on 25 minutes but the 34-year-old made no mistake with two more shortly after to restore Toulon's lead back to six points.
The Blues snatched the lead back on 33 minutes after some superb play from Samoan second row Filo Paulo. Toulon failed to find touch after Paulo had chipped to the corner and after Robin Copeland had beaten a couple of defenders, he fed the ball back to Paulo, who bounced off Wilkinson to crash over.
Halfpenny added the conversion from the touchline to give the Blues the lead for the first time in the match, but a Wilkinson penalty two minutes before half-time gave the home side a two-point advantage at the break.
Blues captain Gethin Jenkins failed to reappear for the second half because of a knee injury picked up just before the interval, and it signalled the beginning of a capitulation by the visitors.
Toulon put the Blues under immense pressure at the scrum and were awarded a penalty try on 42 minutes with visiting prop Benoit Bourrust shown a yellow card for standing up.
Ellis Jenkins became the third Blues player to be sent to the sin bin on 46 minutes as he illegally tried to bring down a driving line-out and Toulon had their second penalty try.
With the Blues in disarray, Toulon took full advantage and Smith crashed over three tacklers to score in the corner on 49 minutes, with Wilkinson adding his third conversion.
Toulon made a host of changes and that allowed the Blues to force their way back into the game late on when replacement prop Sam Hobbs went over for a try from close range on 70 minutes.
Halfpenny added the extras to give the visitors a glimmer of hope of a losing bonus point, but when Robin Copeland was shown yellow on 79 minutes it ended their chances.
A third penalty try soon followed and Wilkinson added the conversion to finish off the rout.