JOIN US The pair qualified with a game to spare by taking runners-up spots in their groups after Milan won 2-0 at Auxerre and Marseille thrashed Spartak Moscow 3-0 to reach the knockout stages for the first time since they won the trophy in 1993. Arsenal's hopes of joining them were put on hold after the North Londoners, needing only a point to qualify, suffered a late collapse and lost 2-0 to Braga in Portugal.
The Italian side secured runners-up spot behind rampant Real Madrid, the nine-times European Cup winners who triumphed 4-0 at Ajax Amsterdam thanks to a brace from Cristiano Ronaldo and goals from Karim Benzema and Alvaro Arbeloa.
Real finished with nine men after Xabi Alonso and Sergio Ramos picked up a second booking for time wasting late on.
Marseille's win in Moscow assured them of second place in Group F behind Chelsea, who beat Slovakia's MSK Zilina 2-1.
Arsenal needed only a point to join their already-qualified Premier League rivals but imploded against opponents they had beaten 6-0 in their group opener. Brazilian Matheus scored both goals for Braga in the last seven minutes.
Shakhtar Donetsk seized the opportunity to push Arsene Wenger's men off the top of Group H with a 3-0 win at Partizan Belgrade that left the Ukrainians on the verge of going through. Already-qualified Bayern Munich lost 3-2 to Roma. Mario Gomez scoring with two quick fire strikes in the 33rd and 39th to send them in 2-0 up at halftime.
Booed off at the break, Roma fought back with goals from Marco Borriello, Daniele de Rossi and substitute Francesco Totti who converted an 84th minute penalty for the winner.
FC Basel kept alive their slim hopes with a 1-0 win over Romania's CFR Cluj.