Sydney FC went close but just couldn't get past the might of Chelsea as they fell to a 3-2 defeat in the International Women's Club Championships semi-final in Okayama, Japan on Wednesday.
Sydney FC started well and could well have had an early lead with Jodie Taylor and Leena Khamis both looking dangerous early on.
Just six minutes in Sydney had their first chance with Taylor getting on the end of Ellyse Perry's cross but sending it just wide.
Chelsea fought back and in the ninth minute could have taken the lead only to be denied by some solid goal keeping from Casey Dumont to keep it scoreless.
Sydney FC took the momentum from there and really challenged Chelsea with Leena Khamis shooting over the bar after a save from Chelsea's goalkeeper fell to the Matilda before Chelsea's Allie Long denied Sydney with a full stretch tackle.
That defensive work paid off in the 36th minute as Rosella Ayane was able to square for Laura Coombs who hit a powerful low strike, leaving Dumont no chance.
On the verge of half-time Sydney were inches away from finding an equalizer as Samantha Kerr was able to get a header away but could only find the crossbar sending Chelsea to the break 1-0 up.
In the 52nd minute the Japanese crowd had one of their own, Yuki Ogimi, make a vital contribution as her free-kick bounced down off the crossbar for Enioula Aluko to hit powerfully from the edge of the box to make it two for Chelsea.
Five minutes later Ogimi turned scorer as Rachel Williams sent in a perfect through ball allowing Ogimi to get clean through of the Sydney defense and score a third for Chelsea.
Sydney FC were determined to not give up and in the 75th minute pulled themselves back in to the match as Renee Rollason's free-kick effort went in off the post.
Six minutes later another set-piece allowed Sydney another chance and with nine minutes left on the clock Jodie Taylor chipped the keeper from her free-kick giving Sydney a sniff of sending the match to extra-time.
But it was too little too late for Sydney as they just couldn't overcome the deficit and will have to be content with a third place playoff against Colo Colo who lost to Japan's INAC Kobe Leonessa in the other semi-final.