Manchester United and City were upset in the first legs of their third-round matches in the Europa League on Thursday night, and American forward Jozy Altidore helped set up two goals in AZ Alkmaar's 2-0 win over Udinese.

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 byFernando 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 was called on de Marcos by German referee Florian Meyer.

"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 in the 51st minute after goalkeeper Joe Hart failed to palm Matias Fernandez's free kick to safety.

"I'm not worried. We will go through," City manager Roberto Mancini said. "It wasn't a surprise because anything can happen in football, but I don't think we deserved to lose."

City defender Vincent Kompany could be out for up to two weeks after injuring a calf and limping off in the seventh minute.

Altidore helped put host AZ ahead in the 63rd minute when his cross deflected off Udinese'sGiovanni Pasquale and was headed in by Maarten Martens. Substitute Erik Falkenburg scored off a centering pass from Altidore in the 84th.

Atletico Madrid, the 2010 champion, won 3-1 against visiting Besiktas, and host Valencia beat PSV Eindhoven 4-2. In other games, Twente defeated visiting Schalke 1-0, Hannover tied 2-2 at Standard Liege and Olympiakos won 1-0 at Metalist Kharkiv.