Holders Chelsea have been knocked out of the Champions League despite the Londoners posting an emphatic 6-1 home win over Danish side Nordsjaelland - but Scottish side Celtic have made the final 16 with a 2-1 win over visiting Russians Spartak Moscow.
Chelsea become the first holders to be eliminated at the group stage, as Fernando Torres scored twice at Stamford Bridge to give Rafael Benitez his first taste of victory since replacing Roberto Di Matteo as manager.
But it wasn't enough - they had to not only win their final group game but also hope Juventus lost in Ukraine against Shakhtar Donetsk.
Instead the Italians won 1-0, sending the Londoners out. Juve progress as group winners with Shakhtar second qualifiers - Chelsea parachute into the second-tier Europa League.
Celtic qualified for the knockout phase after beating 10-man Spartak Moscow at Celtic Park.
That 2-1 win along with Benfica's draw in Barcelona means Celtic finish second in their group behind the Spanish.
Manchester United were beaten 1-0 by Cluj of Romania at Old Trafford, but still finish top of their group.