Toulon out-scored their arch rivals three tries to two following scores from George Smith, Joe van Niekerk and a late consolation effort by Fabien Cibray.

But they failed to capitalise on their first-half domination during which Perpignan were twice reduced to 14 men following yellow cards.

The Catalans turned the tables after the break through Adrien Plante and the boot of Jerome Porical before Freshwater's score capped an impressive second-half display by the 2003 cup finalists.

A record crowd for a Heineken Cup quarter-final of 55,000 basked in the sunshine within Barcelona's Olympic Stadium to vindicate Perpignan's decision to take their home tie to the Catalan capital.

However they feared they had thrown away home advantage when they trailed 11-6 at the end of an indisciplined opening 40 minutes.

Jonny Wilkinson took less than four minutes to make his mark on this tie with a 50-metre penalty.

Lock Guillaume Vilaceca was shown a yellow card for reckless play at a ruck, Toulon centre Gabriele Lovobalavu threatened and Porical missed his first shot at goal amid signs the occasion may have got to Perpignan.

However they survived the ten-minute sin bin and Porical levelled on 31 minutes only for Vilaceca's second-row partner Robins Tchale-Watchou to be ordered to the sin bin for a high tackle.

Perpignan looked to have ridden the storm again following an exchange of further penalties between Wilkinson and Porical before Toulon seized advantage on the stroke of half-time.

Nicolas Laharrague took too long over his clearance that was blocked by former Wallaby flanker Smith, who had time to gather his thoughts and touch down for the game's first try on the 40th minute.

Wilkinson missed the conversion and Toulon knew they should have held more than just a five-point lead that was immediately whittled down by a Porical penalty early in the second half.

Perpignan were a team transformed after the break, wing Julien Candelon looked dangerous while flanker Bertrand Guiry blew a golden chance when he failed to collect Laharrague's cross-field kick.

It was from the fly-half's hefty kick into the Toulon corner that Perpignan finally broke Toulon's resistance. A typical driving lineout opened space for scrum-half Florian Cazenave who sent the ball spinning wide where Plante touched down.

Porical converted yet no sooner had Perpignan taken the lead for the first time than Toulon responded from the kick-off. Dean Schofield burst through before finding captain Van Niekerk on his shoulder to charge between the posts.

Perpignan re-gathered with two more Porical penalties before replacement Freshwater followed Guilhem Guirado's burst to score what proved to be the winning score.

Cibray's injury-time score merely softened the blow on the scoreboard for Toulon who suffered European heart-ache for a second season after losing the Amlin Challenge Cup final last year.