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Barcelona's Lionel Messi (R) scores against Benidorm goalkeeper Caballero during their Spanish King's Cup soccer match at the Nou Camp stadium in Barcelona November 12, 2008. [Xinhua/Reuters]
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Barcelona and Valencia advanced to the last 16 of the Spanish King's Cup with victories on Wednesday.
Villarreal followed up the step of Primera Liga heavyweight Real Madrid losing to inferior competition.
Third-division club Polideportivo Ejido drew 1-1 at Villarreal to easily advance after taking the first leg of the fourth-round match 5-0.
Villarreal will now focus on the Spanish league and the Champions League like Madrid, which went out to third-division Real Union on Wednesday after a last-minute goal allowed the Basque club to go through on away goals.
League leader Barcelona defeated Benidorm 1-0 and 2-0 on aggregate. Lionel Messi volleyed home the rebound in the 86th minute after goalkeeper Juan Carlos Caballero saved the Argentina international's penalty.
Barcelona has won the competition a record 24 times.
Valencia easily advanced 7-1 on aggregate following a 3-0 win over Portugalete at Mestalla Stadium.
Miguel Angel Angulo stole to go clear on goal and slot home in the 20th against the only fourth-tier team remaining in the last 32 of the competition.
Sporting Gijon beat Numancia 2-0 to advance 3-0 on aggregate, Mallorca was through 3-1 after a 2-0 win over Malaga, and 23-time champion Athletic Bilbao needed a late penalty to advance 3-2 on aggregate over Recreativo Huelva.
Mohammed Tchite and Jonathan Pereira scored to give Racing Santander a 2-0 win over second-division Murcia to advance 3-2 on aggregate.
Valladolid advanced 7-3 on aggregate following a 2-2 draw against Hercules, Almeria was through 5-1 after a 3-0 win over Rayo Vallecano, Real Betis beat Castellon 2-0 to go through 4-0, and Deportivo La Coruna pressed on thanks to a 2-0 win over Elche for a 4-0 aggregate win.
Espanyol also advanced 4-2 on aggregate thanks to goals from Daniel Jarque and Valmiro Lopez and Francisco Noguerol's own-goal in a 3-0 victory over Celta Vigo.