Manchester City have qualified for the knock-out stage of the Champions League after beating Roma 2-0 in Rome.
The English champions appeared out of contention, but they beat group winners Bayern Munich and then Roma to sneak into the last 16 ahead of the Italians.
Samir Nasri and Pablo Zabaleta scored the City goals.
It is the second successive season that City have reached the knockout phase, but by finishing second in their group, it means they'll face one of the European big guns in the last 16.
Bayern beat CSKA Moscow 3-0 in the other group match.
Already qualified Chelsea beat Sporting Lisbon 3-1, while Schalke finished second in the group.
Cesc Fabregas, Andre Schurrle and John Obi Mikel scored for Chelsea.
Barcelona finished top of their group after scoring a come from behind 3-1 win over second placed Paris St Germain.
Zlatan Ibrahimovic gave the visitors the lead after 15 minutes, but Lionel Messi equalised 4 minutes, before Neymar and Luis Suarez scored for the homeside.