World number three Venus Williams followed her sister Serena out of the Madrid Open Tuesday when she was beaten 6-3 3-6 7-5 by unseeded Russian teen-ager Alisa Kleybanova in the second round.
The American was broken seven times by the 19-year-old world number 26 from Moscow, a day after Serena retired from her first round match against Francesca Schiavone with a knee injury.
Kleybanova, who knocked Ana Ivanovic out of this year's Australian Open, served for the match at 5-4 in the final set before Williams broke back.
But the Russian grabbed another break of serve in the next game and made no mistake second time around, sealing victory on her first match point when Williams went long with a forehand.
Earlier, world number four Jelena Jankovic powered to a 7-5 6-2 win over Slovak Daniela Hantuchova to secure a place in the last 16.