While former champion Liverpool and Porto eased to the knockout stage of the Champions League, record 13-time champion Real Madrid faces an embarrassing group-stage exit after losing 2-0 at Shakhtar Donetsk in Tuesday's games.
Zinedine Zidane's side would have advanced with a win, but it has defended poorly all season and was undone by counterattack goals in the second half. Instead of progressing, Madrid dropped to third place in Group B behind the Ukrainian side and Borussia Mönchengladbach.
Six-time champion Liverpool overcame injury problems to beat four-time winner Ajax 1-0 at Anfield, thanks to a second-half goal from midfielder Curtis Jones.
Two-time winner Porto held already-qualified Manchester City to a 0-0 draw at home, although City ensured the top spot.
No drama in those two groups, but plenty in Madrid's as Gladbach missed the chance to advance after losing 3-2 at home to three-time champion Inter Milan, which had to win.
Atlético Madrid did not do enough, drawing 1-1 at home to Bayern Munich even though the defending champion fielded a weakened side having already qualified.
ALÉTICO CLOSE
Munich rested prolific striker Robert Lewandowski and standout goalkeeper Manuel Neuer but still did well enough to stop the Spanish side winning.
Atlético's in-form striker Joao Felix faced less competition without Neuer thwarting him, and he swept in Marcos Llorente's cross from the byline midway through the first half.
But veteran forward Thomas Muller equalized from the penalty spot in the 86th.
In Group A's other game, striker Mergim Berisha netted twice as Salzburg won 3-1 at Lokomotiv Moscow to move into third place and prevent the Russian side reaching the round of 16.
Salzburg will upset the odds and qualify if it beats Atlético at home next week, but Diego Simeone's Atlético needs only a draw.
MADRID DEFENDS POORLY
Madrid has advanced to the knockout stage in all 24 of its previous group-stage campaigns but things are looking tense. Madrid has conceded nine goals in five games for its worst-ever defensive record at this stage, losing twice to a Shakhtar side which leaked 10 goals in two defeats to Gladbach.
Brazilian forward Dentinho profited from a mix-up between Ferland Mendy and Raphael Varane to net in the 57th minute following a counterattack. Zidane's players failed to take heed and the second stemmed from another counter as substitute Manor Solomon finished confidently
Over in Germany, Inter had to win to have a chance at reaching the next round and the ever-reliable Romelu Lukaku saw to that with two goals, not before they had to survive a crucial video review. The three points were only secure after VAR denied what would have been a hat-trick goal for Gladbach's Alassane Pléa.
Midfielder Matteo Darmian netted early on for Inter and French striker Alassane Pléa nodded the home side level, only for Lukaku to net twice after the break before Pléa replied again.
Remarkably, all four sides in Group B can still qualify.
Gladbach needs only draw at Madrid, while last-place Inter advances with a home win over Shakhtar next week unless Gladbach and Madrid draw.
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BATTLE FOR THIRD
Porto needed just one point and was hardly troubled against group winner City, which has a strong record of 10 goals for and only one against.
Not so for Marseille, although at least the French side avoided the humiliation of a 14th straight competition defeat as Dimitri Payet netted two video-review penalties in a 2-1 home win against Olympiakos.
The win leaves both sides on three points as they contest third place and a Europa League spot.
But Marseille needs to better the result of Olympiakos next week, because Olympiakos beat Marseille 1-0 at home and has a better head-to-head record with an away goal.
Marseille has a tougher-looking game at City as Olympiakos hosts Porto.
A SPECIAL FIRST FOR MIDTJYLLAND
FC Midtjylland picked up its first-ever point in the Champions League on Tuesday with a 1-1 draw at Atalanta.
Center-back Cristian Romero scored his first goal for Atalanta, 11 minutes from time, to cancel out Alexander Scholz's first-half opener.
It was nevertheless a historic point for Midtjylland, which had lost its previous four matches, conceding 11 goals and scoring just two.
"I'm incredibly proud to get a point with Midtjylland, and we could have even taken all three, but it was wonderful to hear the whistle at the end," visiting goalkeeper Jesper Hansen said.
Atalanta moved into the second spot in Group D, one point above Ajax, which lost 1-0 at Liverpool. The results mean that Atalanta needs just one point against Ajax in the Netherlands next week to send it through to the knockout stage for the second successive year.
BIG POSITIVE: THE KIDS ARE ALL RIGHT
A first European goal from Jones was heart-warming for coach Jurgen Klopp as he bemoans considerable injury problems and a congested fixture list.
Klopp can take comfort from the quality of the young players in Liverpool's ranks as Jones scored off a cross from fellow 19-year-old Neco Williams. At the other end, there was a confident debut from goalkeeper Caoimhin Kelleher keeping out Ajax's attacks in the absence of injured No. 1 Alisson Becker.
In Group D's other game, newcomer FC Midtjylland stunned Atalanta by drawing 1-1 in Bergamo for its first point.
Alexander Scholz put the Danish side ahead in the 13th before fellow center back Cristian Romero grabbed a 79th-minute equalizer for last season's quarterfinalist.
It proved a crucial goal.
For Ajax is one point behind Atalanta, and must beat the Italian side at home in next week's finale.
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