In Philadelphia, Pedro Neto gave Chelsea an early lead but Flamengo, roared on by their frenzied supporters who made up the majority of the 54,019 crowd, did not deserve to be behind and came roaring back in the second half.

Bruno Henrique came off the bench in the 56th minute and quickly equalised before setting up former Real Madrid, Manchester City and Juventus defender Danilo to make it 2-1.

Chelsea were stunned, and their hopes of pulling level again were effectively destroyed when substitute Nicolas Jackson was sent off in the 68th minute for a dangerous tackle on Ayrton Lucas.

Wallace Yan then sealed the victory for the Rio de Janeiro club, the Brazilian league leaders, when he made it 3-1 late on.

"It was a special day for me and our club," said Flamengo coach Filipe Luis.

"We knew we would have chances against Chelsea, because we have one way to play and they know how to follow that path."

Flamengo have won both matches in Group D and their place in the knockout stage was confirmed later when Esperance of Tunisia defeated Los Angeles FC 1-0 in Nashville.

Youcef Belaili scored the only goal of the game in the 70th minute in front of a sparse crowd featuring Nicole Kidman.

LAFC, who were last-minute qualifiers after beating Club America of Mexico in a play-off, cannot now progress further.

- Kane, Olise on target -

Chelsea and Esperance each have three points from two games and their meeting in Philadelphia next Tuesday will decide who joins Flamengo in advancing.

"We expected a tough game because Flamengo is a very good team, with good players and a good manager," said Chelsea coach Enzo Maresca.

"They play very well, and in Brazil they are top of the league, unbeaten for many games, so it was not a surprise for us."

Flamengo's win followed Botafogo's stunning success against European champions Paris Saint-Germain on Thursday, continuing an impressive record for South American clubs at the competition.

But Bayern's 2-1 win over Boca in Miami was the first time either a Brazilian or Argentinian team had lost in 10 matches since the tournament started.

England star Harry Kane did not find the target when Bayern hammered New Zealand's Auckland City 10-0 in their opening game, but he opened the scoring in Miami with a clinical finish on 18 minutes.

Boca's fans made up most of the 63,587 crowd and brought incredible passion and noise to the Hard Rock Stadium, spurring their team on to equalise in the 66th minute.

Alan Velasco found Miguel Merentiel down the right and he powered goalwards, skipping around Josip Stanisic before producing a brilliant finish past Manuel Neuer in the Bayern goal.

It looked like South American clubs' unbeaten record in the tournament so far was going to hold, but with six minutes remaining Michael Olise provided the decisive blow.

After a scramble on the edge of the box, Kane found the France international with a delicate lay-off and Olise provided precision control with a superb finish into the corner to send Bayern through to the next round.

"Big performance from the guys. We knew it wasn't going to be easy, we knew we were coming into a hostile environment," Kane told DAZN.

"We have seen how tough it has been for European teams to play against the South American teams. I thought we did really well," added Bayern coach Vincent Kompany.

- Another weather delay -

Earlier, Benfica crushed Auckland City 6-0 in Orlando to boost their own hopes of progressing and eliminate the tournament's only Oceania representative.

Angel Di Maria's two penalties bookended the victory for the Portuguese side, with Leandro Barreiro scoring a brace while Vangelis Pavlidis and Renato Sanches got their other goals.

The game was the fourth in the past four days to be hit by a weather delay. The match was interrupted at half-time because of a storm, eventually resuming two hours later.

A draw for Benfica against Bayern in Charlotte next Tuesday will send them through and eliminate Boca.