(writes through with quotes)
* Bayern finish top despite humbling
* Titleholders had won last 10 Champions League games
* Milner wins penalty, scores winner
MUNICH, Dec 10 (Reuters) - Bayern Munich's air of invincibility was blown away as they squandered a 2-0 lead and bungled their way to a 3-2 Champions League defeat against Manchester City in front of their own incredulous fans on Tuesday.
James Milner won a penalty and side-footed the winner in a three-minute second-half spell as City recovered impressively from an awful start to avenge their 3-1 defeat at home earlier in Group D.
Although both teams had already qualified, it was still a humbling evening for Bayern, who had won their last 11 games in all competitions, were unbeaten in their last 23, and had thrashed Werder Bremen 7-0 away at the weekend.
The titleholders' record-breaking run of 10 consecutive Champions League wins was also stopped in its tracks as coach Pep Guardiola suffered only his second defeat in 25 matches since taking over.
"It was a terrible start from us. They looked like they were going to walk away with it," Milner told UEFA.com. "To come back after that shows a lot of the character in the dressing room."
City coach Manuel Pellegrini told the BBC: "We wanted revenge for the first game and to show it was not that different between Bayern and our team."
Bayern shrugged off the defeat and still finished top of the group on their better head-to-head record after both teams finished level with 15 points.
"When you go 2-0 ahead, you have to play better than that," Bayern captain Philipp Lahm told Sky Sports Deutschland. "But we can live with the defeat, we are still group winners."
City gifted Bayern a head start by conceding two soft goals in the opening 12 minutes, yet it was last season's treble winners who ended the evening a collective nervous wreck.
With Vincent Kompany, Pablo Zabaleta and Sergio Aguero starting on the bench and Yaya Toure suspended, City began in kamikaze mode when Joleon Lescott's backpass left goalkeeper Joe Hart hugely relieved to see it go out for a corner.
Bayern were in front in five minutes when Dante sent a long, raking diagonal ball out of defence and Thomas Mueller got behind his marker to chest down and place the ball beyond Hart.
The hosts were in complete control as Hart diverted a Franck Ribery shot on to the post before they scored again in the 12th minute, helped by woeful City defending at a corner.
The ball fell at the feet of Mario Mandzukic and he had time to slip it to an unmarked Mario Goetze, who scored with ease from close range.
There was finally some overdue excitement at the other end when Manuel Neuer rushed out of his penalty area, South American-style, to head clear from a City attack after 25 minutes.
If Bayern fans thought that was an isolated incident they were proved wrong, and the complexion of the game quickly changed after City pulled a goal back out of nothing in the 28th minute.
Jesus Navas crossed from the right, an unmarked Milner headed the ball back across goal at the far post, and David Silva scored from close range.
There were still some delightful touches by Bayern in attack, including a Ribery reverse pass that opened up a chance for Goetze, but the Bavarians had already lost much of their swagger by halftime.
There was still an air of disbelief in the 59th minute when Milner was tripped by Dante, going down under minimal contact, and Aleksandar Kolarov fired a low penalty to Neuer's right as the keeper went left.
Bayern barely had time to recover when central defender Jerome Boateng failed to clear a low Navas cross and Milner side-footed his shot low into the far corner.
Dante produced another slip 10 minutes from time as he allowed Alvaro Negredo to sneak in but the substitute's shot from a tight angle was saved by Neuer.
At the other end, Bayern forced a string of corners, a total of 14 in the match to City's none, but never looked like equalising.
(Writing by Brian Homewood in Berne; Editing by Tony Goodson and Stephen Wood)