Rustenburg - Liverpool midfielder Xabi Alonso scored off a free kick to give Spain a dramatic 3-2 extra-time victory over South Africa on Sunday in the Confederations Cup third place play-off.

A largely incident-less game sprang to life late in the second half when Bafana Bafana (The Boys) striker Katlego Mphela scored only for another substitute, Daniel Guiza, to strike twice for Spain within 60 seconds.

Mphela struck again three minutes into stoppage time to add 30 minutes on to the match and Spain took the lead again to defeat the host nation for the second time in nine days after a 2-0 group win.

The host nation made one change from the team that held Brazil until two minutes from full-time in the semi-finals with suspended midfield 'enforcer' MacBeth Sibaya back in place of Benson Mhlongo.

Spain reacted to a shock defeat by the United States in the first semi-final with four changes as Raul Albiol, Sergio Busquets, Alvaro Arbeloa and Santi Cazorla came in and Arsenal midfielder Cesc Fabregas was among those rested.

FIFA president Sepp Blatter was present on a sunny winter afternoon in the north-west mining town and Spain were first to threaten with David Villa forcing a spectacular one-hand save from Itumeleng Khune.

South Africa crowd favourite Matthew Booth, whose every touch triggers chants of Booooooooth, let his 'fan club' down on 14 minutes after getting behind the Spanish defence.

Instead of heading to the right of goalkeeper Iker Casillas, the giant central defender could only nod the ball forward and harmlessly wide to the relief of the Euro 2008 champions.

A superb tackle from fullback Tsepo Masilela - a find of the two-week 2010 World Cup dress rehearsal - foiled Liverpool striker Fernando Torres midway through a cagey opening half.

Although South Africa lie 71 places below top ranked Spain they held their own before a crowd packed with vuvuzela-blowing spectators and when Casillas parried a Siphiwe Tshabalala drive, Booth fired the rebound wide.

Brazil-born Bafana coach Joel Santana is a hard man to satisfy and he arose from his touchline chair a couple of minutes before half-time and unleashed a verbal rant at his hard-working, organised team.

Spain midfielder Sergio Busquets was the only player cautioned in the first half and Everton star Steven Pienaar joined him in the notebook of Australian referee Matthew Breeze just after half-time.

Busquets had a goal correctly disallowed with three Spaniards offside and Khune did well to hold an Albert Riera shot as the visitors lifted their game and looked more likely to break the deadlock.

But it was South Africa who took the lead thanks to a brilliant off-the-ball run by Tshabalala, who latched on to a cross and pushed it across the goalmouth for Mphela to control before firing into the roof of the net.

It appeared enough to give South Africa victory until a remarkable end to regular time saw Spain score twice within 60 seconds through Guiza before Mphela levelled.

Guiza fired the ball through a forest of legs and past Khune into the corner for an 88th-minute equaliser and then saw his cross dip behind the goalkeeper into the net.

South Africa may have been stunned but their spirit remained strong and when awarded a free kick well outside the penalty area, Mphela stopped up and drove an unstoppable shot past Casillas.

Spain had a claim for handball inside the penalty area by Mhlongo late in the first period ignored before Alonso curled his free kick around the wall and over Fernando Llorente and Booth into the corner of the net for the winner.