Real Madrid, Arsenal, AC Milan, Borussia Dortmund and Schalke were among the teams advancing to the knockout rounds of the Champions League on Wednesday night, while Premier League winner Manchester City was eliminated in the group stage for the second straight year.
Nine-time champion Madrid finished a man short but held on for a 1-1 tie with Manchester City. Karim Benzema scored in the 10th minute for Madrid (2-1-2), and Sergio Aguero converted a penalty kick in the 74th for City (0-2-3) after Alvaro Arbeloa pulled him down and received a second yellow card.
"With the array of players at their disposal it is amazing they have been eliminated at the group stage two years running," Jose Mourinho said. "If it was Madrid I think the press wouldn't let me return to Madrid."
Manchester City's owners, based in Abu Dhabi, have spent more than $1 billion on players in four years. Manager Roberto Mancini said the team wasn't ready to succeed at the highest level.
"If we think that we can win the Champions League after two years, we are crazy," Mancini said. "We need to improve as a team, probably we did some mistakes."
Dortmund (3-0-2), the 1997 champion, won 4-1 at Ajax to clinch first place in Group D, building a 4-0 lead on goals by Marco Reus and Mario Goetze, followed by a pair from Robert Lewandowski. Madrid will finish second.
"The only two times I finished second in the group, I won the Champions League," said Mourinho, who won the competition with Porto and Inter Milan.
Seven-time winner Milan (2-1-2) won 3-1 at Anderlecht (1-3-1) on goals by Stephan El Shaarawy, Philippe Mexes and Alexandre Pato, with Mexes scoring on an overhead kick. Malaga (3-0-2), which started American defender Oguchi Onyewu, also advanced from Group C, tying 2-2 at Zenit St. Petersburg (1-3-1).
Arsenal (3-1-1) won 2-0 at home over Montpellier (0-4-1) on second-half goals by Jack Wilshere — his first in two years — and Lukas Podolski to advance to the second round for the 13th straight year.
"It's not the most glamorous thing but it's the most difficult, being consistent at this level," Arsenal manager Arsene Wenger said.
Schalke (3-0-2) won 1-0 at home over Olympiakos (2-3) on Christian Fuchs' 77th-minute goal and also advanced from Group B.
Ezequiel Lavezzi scored twice as Paris Saint-German (4-1) won 2-0 at Dynamo Kiev (1-3-1) to advance from Group A with Porto (4-0-1), which beat Dinamo Zagreb 3-0 as Lucho Gonzalez, Joao Moutinho and Silvestre Varela scored.