Atletico took the lead through an excellent target command Oscar de Marcos and Fernando Llorente, while United was recovered with a wonderful goal from Wayne Rooney at a later date.
The server on the front foot most of the game, United had put in some sword play at high intensity with a variety of techniques on the screen.
Sir Alex Ferguson opted to go with Rooney as a lone striker supported by Ryan Giggs in an attack role, Ashley Young has begun on the left with Park Ji-Sung to the right and center-wide and midfielder Tom Cleverley Michael Carrick.
Athletic lined with a similar team to impress at Old Trafford, with Iker Muniain and Llorente main offensive threat for the server.
States to attack right from the start, as the Park found Rooney on the left flank, but the striker sent his chip sailed will be considered through the face of goal.
It seems indeed a game of end to end, the home team flooding around the ball when United had possession, and attack with vigor, when on the ball.
Young is the next player to go by, Cleverley put through but saw his shot blocked before Marcelo Bielsa man almost put the Reds through marriage.
Llorente playing fair ball back to Muniain, on the edge of the area, with a low shot cannon back off and back from Mark, but 22 years heave plotting an attack against the bar with David de Gea location.
But it was not long before the tourists back, a great end of Llorente. A simple ball away from Fernando Amorebieta in contact with Rio Ferdinand and the Spanish striker volleyed across the face of goal and into the far corner for De Gea no chance.
This means that United has gone 4-2 on aggregate and will need at least three goals to advance to the round of 16.
A great cross from the young to the last, after five minutes, and then find an unmarked Giggs, but his header on the deflection of bright bars.
United continued to press, Cleverley control a ball on the edge of the box and hit the leg of a defender of Bilbao, but not as midfielder fell quite easily.
The half ended with both sides nursing injuries as Llorente scored the goals have been replaced before the end of five minutes, and Rafael reduce confusion about a software patch of grass, but it seems to serve as a backup before the break.
Entering the second half Ferguson's side still needed three goals, and unlike almost Athletic bombed.
Inches from the home team a goal impressive as Andoni Iraola misled the area, then roll the ball through Carrick Fernando, but put his shot just wide of the post, the crowd at the stadium roof.
Again and again the U.S. has long been forced to football under tremendous pressure from the hosts, and can not get your game going with Rooney care at the time of the ball.
Ferguson might have taken as a sign of what he thought the game was improved immediately after the hour mark when he retired Ferdinand and midfielder Carrick by Chris Smalling and Paul Pogba promising but inexperienced.
And two minutes later, the European misery Kingdom is almost sealed. Crossing the Gaizka Toquero was blocked by Smalling, but recovery has been reduced from 10 meters out Marcos and his shot deflected by the outstretched legs of De Gea, Jonny Evans.
Even if the match progressed and Danny Welbeck was introduced, United continued to struggle and do not create any chances.
This is, in fact, more and more athletic people to a goal, the great cross-foot inexpleicably Toquero Iraola.
It was a bad night for a united Europe, and is one of the last of the season for them. Rooney went down with what appears to be an ugly solution to his ankle, but recovered to do.
Rooney recovering nicely, in fact, he was able to curl up in the corner beautfiul efforts to bring a new target for the visitors, but was applauded even by fans.
States began to appear to have a way back into the game, the lead author, but De Marcos almost grabbed another goal with just over five minutes to Rooney.
Welbeck close from distance, forcing the first save of the night Iraizoz, but the keeper did well to push around the post.
Ultimately, however, nowhere in the near its peak, and when they are dominated by the servers in each department, and deserves to be a kind of European competition in a second time this season.