Toni Kroos and Thomas Mueller put Bayern ahead after 20 minutes of the first leg at the Emirates Stadium but Lukas Podolski gave the hosts hope when he pulled one back in the 55th minute of Tuesday's match.

Just when Arsenal were starting to gain a foothold in the match, Mario Mandzukic looped the ball over the line with 13 minutes left to restore Bayern's two-goal advantage.

Arsenal manager Arsene Wenger had recalled his big guns as he made seven changes from the team that were dumped out of the FA Cup by Blackburn Rovers on Saturday, with Theo Walcott spearheading the attack in place of the dropped Olivier Giroud.

Arsenal made a strong start and took the game to Bayern but the visitors dealt them a crushing blow after seven minutes with a slickly constructed opening goal.

Slack defending from the hosts allowed Mueller's mishit cross from the right flank to be seized upon by Kroos on the edge of the penalty area.

The 23-year-old demonstrated terrific technique to smash the fizzing cross into the ground and over Wojciech Szczesny into the goal.

It was harsh on Arsenal but Bayern soon began to radiate assurance and poise, even if their second goal was down to lamentable defending rather than attacking flair.

Daniel van Buyten latched on to a near-post corner to flash a header straight at Szczesny, who should have done better than weakly parry the ball barely a yard in front of him.

While the red-and-white shirts in the six-yard box barely moved, Mueller pounced to prod the ball home.

With just 20 minutes of the tie played, Arsenal found themselves teetering on the brink of a Champions League exit.

Wenger's team were shell-shocked at going two goals down and struggled to mount an attack of note in the remainder of the opening period against one of the meanest defences in Europe.

A combination of jeers and silence from the home support greeted the half-time whistle but Wenger's team talk did not appear to have much effect as the second period picked up where the first left off.

In the 55th minute, Arsenal unexpectedly threatened to get back into the game as Bayern conceded a soft goal of their own.

After winning a fortuitous corner, Jack Wilshere's curled ball was inexplicably allowed to travel into the path of Podolski, who directed it over an unmanned line with what appeared to be his shoulder.

Finally, Bayern had conceded a goal after 664 minutes of shutting out their opponents and Arsenal gained some momentum.

Substitute Giroud nearly scored with his first touch after seizing upon a fabulous cross from Walcott but, with 13 minutes remaining, Bayern re-established their two-goal advantage.

More hideous defending from the home team allowed a drilled cross from Philipp Lahm to fizz across the box and, in what seemed like slow motion, Mandzukic beat Bacary Sagna to the cross to send the ball looping cruelly over Szczesny and into the net.

Arsenal will now have to overturn a two-goal deficit, with Bayern boasting three away goals to their name, when the sides meet for the second leg at the Allianz Arena on March 13.