Liverpool and Chelsea will meet in the Champions League semi-finals for the third time in four years after quarter-final wins on Tuesday.

Liverpool snatched a 5-3 aggregate victory over Arsenal [Images] after two late goals gave them a 4-2 win in a dramatic all-English clash at Anfield.

Chelsea ground out a 2-0 home win over Turkish champions Fenerbahce to overturn a 2-1 first leg deficit and earn a shot at the 2005 winners after two semi-final defeats to them.

Liverpool will take on Chelsea in confident mood after eliminating Arsenal in a spectacular finish with substitute Ryan Babel [Images] swinging the tie their way.

The Dutchman won an 85th-minute penalty converted by captain Steven Gerrard and sealed the win in injury time after Arsenal looked to have done enough to go through.

Abou Diaby fired Arsenal into a 13th minute lead with an angled shot but a Sami Hyypia header and a superb Fernando Torres goal turned the match in Liverpool's favour.

Arsenal once again silenced the raucous home crowd when Emmanuel Adebayor rounded off a brilliant solo run by Theo Walcott to make it 2-2 and give the visitors the away goal edge on aggregate.

But Liverpool responded immediately as Babel burst into the box straight from the restart and was fouled by Kolo Toure.

Gerrard drilled in the spot-kick and Babel sent the Anfield faithful into raptures with a cool finish in injury time after racing clear of Cesc Fabregas.

Liverpool manager Rafa Benitez praised his team's character.

"This will go down as a great European night," he reporters. "Arsenal played well in the first half and then there were six goals and we won, so our supporters will be happy."

"We started badly and were giving the ball away. Then we conceded a goal, but I was pleased with the character of the players and the way they reacted."

Arsenal manager Arsene Wenger blamed the defeat on Swedish referee Peter Frojdfeldt and naive defending.

"We have a feeling of disappointment and injustice. At the moment it is difficult because the whole dressing room is down," he said.

"The game is over for us. It was down to a dodgy decision, I believe, from the referee. We had so much control but we were naive and we lacked a bit defensively."

NERVY FINISH

Chelsea booked their own passage into the last four in a nervy finish at Stamford Bridge with Fenerbahce threatening to cancel out Michael Ballack's [Images] fourth-minute header that put Avram Grant's side in the driving seat.

The Germany [Images] midfielder glanced the ball into the top corner after Frank Lampard [Images] delivered a perfect cross at the near post from a free kick but Chelsea looked jittery whenever the visitors came forward.

Both sides missed several chances before Lampard sealed Chelsea's second successive semi-final berth in the 87th minute.

He was left with a simple tap-in after Michael Essien, who will miss the first leg of the semi-final clash with Liverpool through suspension, muscled his way past two defenders and squared a low cross into the five-yard box.

Grant was pleased with his team's determination and optimistic about their chances of reaching their first Champions League final.

"I feel good because our target was to be in the semi-final. It was not easy. We started well but then it was a nervous game... the most important thing was the result," he said.

"I am an optimist by nature... When I took over the team I believed we could do good things... now we are close of course I believe," said the Israeli, who took over from Jose Mourinho last September.

On Wednesday, English champions Manchester United [Images] defend their 2-0 first-leg lead over Roma at Old Trafford while 2006 winners Barcelona are at home to Schalke after last week's 1-0 win over the German side in Gelsenkirchen.