LONDON — Manchester United and Manchester City were upset in the first legs of their third-round matches in the Europa League on Thursday night.

Wayne Rooney scored twice, but Manchester United lost 3-2 at Old Trafford to Athletic Bilbao. After Rooney put the hosts ahead in the 22nd minute, Bilbao built a 3-1 lead on goals by Fernando Llorente in the 44th, Oscar de Marcos in the 72nd and Iker Muniain in the 90th.

Rooney converted a penalty kick in the second minute of stoppage time after a hand ball.

"We were well beaten. They were the better team," United manager Alex Ferguson said. "We can win the game over there. We've shown we can create chances but we will need to defend better."

City lost 1-0 at Sporting Lisbon on a back-heeled goal by Brazilian defender Xandao.