Before the sliothar was thrown in at Ballycran on Saturday both Down and Offaly knew their fates.
The hosts safe from relegation, with Meath dropping to the Christy Ring Cup next season and the visitors facing leaders Laois in the play-off final.
While the game meant little to either county in terms of the standings, Offaly were determined to keep their scoring tally high ahead of the final, while Down hoped to bounce back from a heavy defeat to Laois in Round 4.
It was the former who got the better of the latter but Down came close to pulling off a massive comeback at the death, and there were plenty of goals to enjoy in this high-scoring last group fixture.
Down had the wind at their back in the first half and led 0-06 to 0-2 with eight minutes on the clock, with their free-taker Paul Sheehan on song scoring 0-10 in total.
Offaly didn't panic however and soon settled into the game with the next eight scores to move into an 0-10 to 0-06 lead - Brian Duignan hitting three of those points.
Sheehan stopped the rot on 26 minutes with a converted free but Offaly responded immediately from the puc out, with Jack Clancy picking up the sliothar, weaving through the Down defence and drilling into the net.
But Down were determined to go into the break with a fighting chance in the second period and they did so by scoring seven of the the next nine points to trail by the minimum 1-12 to 0-14 at the half-time whistle.
It seemed like it was all for nought for Ronan Sheehan's men and Offaly were on their way when James Nally scored a second maximum right after the restart - and there was more to come.
Down kept in touch with four more points to trail by the minimum again 2-13 to 0-18 but on 45 minutes Offaly's advantage increased to five with Duignan pointing and then firing home their third goal.
And while the points were traded for the most part after that, on 54 minutes Clancy nabbed his second three-pointer with Oisin Kelly providing the fifth Offaly goal to give them a 5-20 to 0-24 lead with the clock winding down.
But this match was far from over as once again Down battled back when it seemed like they had nothing but pride to play for.
Daithi Sands scored their first goal on 64 minutes and while a glimmer of hope was restored when the same player found the net minutes later, narrowing the margin to six, the possibility of completing the comeback became even likelier when he nabbed his hat-trick in the second of the three minutes' stoppage-time announced.
Offaly had no intention of letting this match slip away however, and they regained control, with sub Eoghan Cahill sending one over the bar for a point and his side keeping possession until the final whistle blew, with Offaly running out 5-23 to 3-25 winners.
Down: S Keith; M Conlan, C Taggart (0-02), C Cassidy; T Murray, R McCrickard (0-01), L Savage; D Hughes (0-01), P Savage; P Sheehan (0-10, 9f,1'65), P Og McCrickard (0-05), E Sands (0-02); T McGrattan (0-02), D Sands (3-02), D Toner
Subs: C Lavery for Keith (h-t), O McManus for Toner (48), N Milligan for McGrattan (63), A Furlong for Taggart (70)
Offaly: S Corcoran; K Connors, P Cantwell, L Watkins (0-01); D King (0-01), J Sampson, S Bourke; R Ravenhill (0-01), D Maher; J Clancy (2-01), B Duigan (1-09, 3f), J Nally (1-02); E Kelly, O Kelly (1-03), P Cleary
Subs: E Cahill (0-02) for Duignan (49), K Sampson for E Kelly (0-02, 52), C Burke (0-01) for Cantwell (63)
Referee: James Clarke
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