Poland 3-1 USA
The United States progressed to the second round despite being outclassed by Poland in Daejeon.
South Korea's 1-0 victory over Portugal in the other Group D match rendered America's defeat irrelevant, with Bruce Arena's side finishing second behind the co-hosts.
Cheers could be heard reveberating around the stadium as news of Portugal's demise filtered through and America now face neighbours Mexico in the last 16 on Monday.
Two goals in the opening five minutes from Emmanuel Olisadebe and Pawel Kryszalowicz restored some pride to Poland's lame World Cup campaign.
Substitute Marcin Zewlakow added a third in the second half, while another penalty save by Brad Friedel and a late goal by Landon Donovan put some gloss on a disappointing American display.
3 mins: Olisadebe puts Poland ahead
5 mins: Kryszalowicz doubles Poland's advantage
66 mins: Zewlakow heads in third
76 mins: Brad Friedel makes second penalty save of the tournament
83 mins: Donovan pulls one back for US
With little else to play for other than maybe coach Jerzy Engel's future, already-eliminated Poland made an explosive start.
Freed from the shackles of expectation, the much-vaunted Olisadebe scored his first goal of the tournament - at the second attempt - smashing the ball in against the underside of the crossbar from a Poland corner.
America's riposte was immediate, and Donovan thought he had headed in the vital equaliser within 60 seconds of the re-start.
But the US striker was adjudged to have fouled Arkadiusz Glowacki in the build-up, and the "goal" was ruled out.
The Americans were incensed and their sense of injustice was deepened moments later when Poland doubled their advantage.
The Poles broke at speed down the left through the impressive Jacek Krzynowek.
His low cross into the area was met by Kryszalowicz, who finished superbly to beat Brad Friedel for the second time in two minutes.
The elusive Kryszalowicz caused the US defence countless problems and his trickery almost led to a third goal for Poland.
He danced past Tony Sanneh and cut the ball back for Krzynowek.
His initial shot was brilliantly blocked by Friedel, who was then saved by the woodwork as Maciej Zurawski's follow-up cannoned off the post and out of harm's way.
The US, despite their greater pressure and possession, were limited to speculative long-range shots from Claudio Reyna, Clint Mathis and Brian McBride.
Their cause was further hampered when Jeff Agoos was forced off through on 36 minutes, with DaMarcus Beasley coming on to replace him.
Friedel kept America in the game and the dangerous Krzynowek at bay with another fine save just before half-time.
After the interval, America pushed forward in search of a goal to reduce to the deficit. They probed but ultimately could not penetrate a resolute Polish defence.
In doing so, the US exposed themselves to Poland's swift counter-attacks and it was only a matter of time before Engel's men scored again.
One minute after his introduction, substitute Zewlakow rose adroitly to head home Poland's third.
Friedel, who had only conceded one goal in the competition prior to this game, could not believe his misfortune, but had the chance to redeem himself with a fine penalty save to deny Maciej Zurawski.
Donovan restored some American pride with a goal late on, but it was of little consequence as Portugal failed to get the draw they needed against South Korea.
Poland: Radoslaw Majdan, Tomasz Klos (Tomasz Waldoch 89), Jacek Zielinski (capt),
Arkadiusz Glowacki, Jacek Krzynowek, Maciej Zurawski, Mazciej
Murawski, Cezary Kucharski (Marcin Zewlakow 64), Emmanuel Olisadebe (Pawel Sibik 86), Pawel Kryszalowicz,
Subs Not Used: Arkadiusz Bak, Jacek Bak, Jerzy Dudek, Tomasz Hajto, Radoslaw Kaluzny, Adam Matysek, Tomasz Rzasa, Piotr Swierczewski, Michal Zewlakow.
Booked: Majdan, Kozminski, Kucharski.
Goals: Olisadebe 3, Kryszalowicz 5, Marcin Zewlakow 66.
USA: Brad Friedel, Frankie Hejduk, Jeff Agoos (DaMarcus Beasley 36), Eddie Pope, Tony
Sanneh, John O'Brien, Claudio Reyna (capt), Earnie Stewart (Cobi Jones 68), Clint
Mathis, Brian McBride (Joe-Max Moore 58), Landon Donovan.
Subs Not Used: Gregg Berhalter, Steve Cherundolo, Kasey Keller, Eddie Lewis, Carlos Llamosa, Pablo Mastroeni, Tony Meola, David Regis, Josh Wolff.
Goals: Donovan 83.
Referee: Lu Jun (China)