Germany and Uruguay each came up one goal short in the World Cup semifinals, ending both nations' dreams of hoisting the trophy again in South Africa.
But both will have something to play for in the third-place game in Port Elizabeth on Saturday - especially Uruguay, which looks to defeat the Germans for the first time while notching its best finish in 60 years.
Germany outscored England and Argentina by a combined 8-1 in the first two games of the knockout stage and boasts a tournament-high 13 goals, but that offensive attack was stymied Wednesday as it was outplayed during a 1-0 loss to Spain.
That leaves the three-time champions in their second straight third-place game. As the host nation, Germany beat Portugal to finish third in 2006.
"Right now, I really don't feel like playing for third place," captain Philipp Lahm said. "The disappointment is very big. We had a lot as our goal and we didn't succeed."
Uruguay, on the other hand, exceeded expectations after finishing fifth in South American qualifying and needing to defeat Costa Rica in a playoff to reach South Africa.
The Celeste won Group A and knocked out South Korea and Ghana before losing 3-2 to the Netherlands in Tuesday's semifinal. Uruguay finished the game without its two biggest stars, with Luis Suarez missing the game due to suspension and Diego Forlan leaving in the 85th minute with a right thigh injury.
"We did what we could, we accept the defeat," coach Oscar Tabarez said. "We're sad because even though nobody gave us a chance, we were close."
Forlan has four World Cup goals, tied with Germany's Thomas Mueller and Miroslav Klose and one behind Wesley Sneijder of the Netherlands and David Villa of Spain for the tournament lead.
But it's unclear if either Forlan or Klose (back) will be healthy enough to play Saturday. Klose needs one more goal to match Brazil's Ronaldo as the all-time leader in World Cup history with 15.
Both Suarez and Mueller, who was out against Spain after receiving two yellow cards, will be back following their suspensions.
Suarez picked up a red card in the quarterfinals, but it was his intentional handball that prevented Ghana from scoring the game-winning goal and gave Uruguay a chance to advance to the semifinal in penalty kicks.
"Now what's left is to play to the death for third place," Suarez said. "Because we know we've had a great World Cup, we don't want to just make do with being among the top four."
Uruguay hasn't finished better than fourth since winning the title in 1950. It lost to West Germany in the third-place game in Mexico City in 1970.
The nation has never beaten Die Mannschaft, going 0-6-2 in eight previous meetings in all competitions. Their last clash in the World Cup was a 1-1 draw in the group stage, also in Mexico, in 1986.