JOIN USBrilliant Tottenham Hotspur took Real Madrid apart in a 3-1 win over the reigning champions as they clinched their place in the Champions League last 16 along with Manchester City.
Dele Alli starred with a brace for Tottenham with Christian Eriksen also scoring before Cristiano Ronaldo's late consolation on Wednesday.
The result ensured that Mauricio Pochettino's side are through from Group H with two games to spare, while Real will have to wait to join them.
"We don't want to just compete with these teams -- we want to beat them. I'm happy to get two goals, but more importantly it was a win," Alli told BT Sport.
Tottenham profited from an officiating error to go in front on 27 minutes as Kieran Trippier should have been flagged offside before he crossed for Alli to score.
Alli netted again on 56 minutes when his shot beat Kiko Casilla with the aid of a deflection off Sergio Ramos.
Eriksen made it 3-0 at the end of a counter-attack on 65 minutes before Real reduced the deficit late on as Ronaldo scored his sixth goal in the competition this season.
This was Real's first group-stage defeat in five years and, following a shock La Liga loss at Girona at the weekend, the pressure is building on coach Zinedine Zidane.
Nevertheless, a win at APOEL later this month will do for the 12-time champions to qualify after the Cypriot side held Borussia Dortmund 1-1 in Germany.
Raphael Guerreiro gave Dortmund a first-half lead but they are still looking for a win in Europe this season after Mickael Pote levelled for APOEL on 51 minutes.
Manchester City continued their sensational form as they saw off Napoli 4-2 in Italy to make it four wins from four in Group F and advance to the knockout phase for the fifth season running.
Lorenzo Insigne put the Serie A leaders in front, but Nicolas Otamendi headed City level and his fellow centre-back John Stones then scored with a header that went in off the underside of the bar.
A Jorginho penalty restored parity again, but Sergio Aguero made it 3-2 and Raheem Sterling completed the scoring.
Aguero's strike allowed him to become City's all-time leading scorer with 178 goals, passing the old mark of 177 set by Eric Brook in the 1930s.
Shakhtar Donetsk need just a draw in Naples in three weeks to go through too after beating Feyenoord 3-1.
Nicolai Jorgensen headed the Dutch champions into the lead in Kharkiv only for Facundo Ferreyra to equalise.
Marlos, the Brazil-born Ukraine international, then scored twice to secure the victory as Feyenoord were eliminated.
Meanwhile Liverpool moved clear at the top of Group E with a comfortable 3-0 win over Maribor at Anfield.
Mohamed Salah gave them the lead in the 49th minute before James Milner set-up Emre Can to double Liverpool's lead and substitute Daniel Sturridge completed the scoring.
Liverpool are a point clear of Sevilla, who beat Spartak Moscow 2-1 in Spain, Clement Lenglet and Ever Banega with their goals before Ze Luis pulled one back.
Earlier, Besiktas missed a chance to secure their place in the last 16 as they drew 1-1 with Monaco in Istanbul, Cenk Tosun's penalty cancelling out the opener from Rony Lopes.
Porto beat RB Leipzig 3-1 in Portugal, with Hector Herrera, Danilo Pereira and Maxi Pereira scoring their goals as Timo Werner replied for the Germans.
Group E: Liverpool: 3 bt Maribor: 0; Sevilla: 2 bt Spartak Moscow: 1.
Group F: Napoli: 2 lt to Manchester City: 4; Shakhtar Donetsk: 3 bt Feyenoord: 1.
Group G: Besiktas: 1 drew Monaco: 1; Porto: 3 bt RB Leipzig: 1.
Group H: Borussia Dortmund: 1 drew with APOEL Nicosia: 1; Tottenham Hotspur: 3 bt Real Madrid: 1.