Champions League winners & losers
Our review of the action from Matchday 6
How 'bout that for a final group-stage match day in this season's Champions League?
Both Manchester powerhouses exited, two French clubs pulled off minor miracles to advance, and a Russian outfit went from last in its group to second with a goal in the dying minutes.
Most of that was unexpected, but Barcelona and Real Madrid predictably continued to win even though they fielded weakened sides (in Barca's case, it was the kids).
Here's a look back at two days of scintillating Champions League action.
City in mourning: Manchester
No sooner had Manchester United and Manchester City exited Wednesday that the jokes began: "Just heard that the Manchester clubs are jointly releasing a fragrance for Christmas -- Channel No. 5."
In England, Channel 5 broadcasts the Europa League.
"It is embarrassing to be in the Europa League," United defender Patrice Evra told reporters frankly.
The odds of the two not advancing when the group stage started stood at around 33-1.
City boss Roberto Mancini tried to soften the blow by saying his expensive troops, edged by Napoli, were unlucky. In its first campaign in Europe's elite club competition, City landed in the group of death and ended with 10 points, usually enough to secure passage.
But keeper Joe Hart was a little less positive.
"We are a good side and we should be doing better in this competition," Hart told Sky after the 2-0 win against Bayern Munich at home. "But naivete and a few bad performances and you are out, and that is the brutality of the Champions League."
City blew it against Napoli, managing only a draw at home and falling 2-1 in Italy.
Manchester United, far more experienced, benefited from an easier group yet didn't fire. When the defense was solid, goals didn't come, and vice versa. David De Gea, substantially inferior to Hart, still can't be counted on in goal, as evidenced in the 2-1 loss at Basel when his poor clearance led to the Basel opener. De Gea would be a great boxer given his propensity to punch.
Wayne Rooney has cooled considerably. Rooney missed a glorious chance against the Swiss minnow and was worryingly flat, but at least his time in Switzerland didn't all go bad. His three-game UEFA ban was cut to two on Thursday.
"I think United got what they deserved," former Red Devils standout Roy Keane told ITV.
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Identical to City, United's error was amassing one mere point against the team that finished second, Basel. United squandered a 2-0 lead against Basel at Old Trafford in September, eventually having to settle for a 3-3 draw.
"We have to be honest and say we haven't been professional from the beginning of this competition," Evra said. "I don't know why. Maybe one or two of us have to look in the mirror and say we can do a lot better than we have done."
United lacks creativity in the center of midfield and now faces more problems in defense after Nemanja Vidic's serious-looking knee injury. Vidic is by far the most important of United's central defenders.
Out of the League Cup, Champions League and visiting City, the Premier League leader, in the FA Cup next month, United's season is going south in a hurry.
Unlikeliest team to qualify: Lyon
Lyon needed a seven-goal swing in goal difference Wednesday to pip Ajax for second in Group D, and everything had to fall in place for the frequent Champions League quarterfinalists.
Let's start with Lyon's visit to Dinamo Zagreb.
Zagreb, hopeless this term, was reduced to 10 men when midfielder Jerko Leko rightfully received a second yellow for a tug on Bafetimbi Gomis within 30 minutes.
When Gomis scored a tap-in late in the first half to make it 1-1, hardly any Lyon players celebrated, Gomis included. When Gomis, however, added two more goals to give him a seven-minute hat trick -- the fastest and likely easiest in Champions League history -- the mood changed. By that time, the score was 4-1.
Tired and ragged, Zagreb was breached three more times.
A draw would have sufficed for Ajax against a Real Madrid side without Cristiano Ronaldo and Angel di Maria.
Where a referee's decision aided Lyon, two incorrect offside calls by the same linesman cost Ajax two goals. Ajax struck the crossbar, too, in the second half.
Madrid prevailed 3-0, and there's your turnaround.
"It's indescribable," Ajax keeper Kenneth Vermeer told reporters. "Who could have thought this would happen? We knew we might lose to Madrid, but we didn't imagine Lyon would win by such a margin."
Best comeback: Marseille
Perhaps Lyon drew inspiration from Marseille's heroics Tuesday.
Losing 2-0 at Borussia Dortmund, Loic Remy netted with a lovely diving header in first-half injury time to give Marseille hope.
Needing all three points, as it turned out, to advance from Group F ahead of Olympiacos, Andre Ayew leveled in the 85th minute with a crisp header before substitute Mathieu Valbuena won it with a bullet from just inside the box in the 87th. That said, keeper Roman Weidenfeller should have done better.
"Such a comeback here is absolutely fabulous," Marseille manager Didier Deschamps told reporters.
The night summed up Dortmund's disappointing spell in the Champions League.
"It's fitting for our Champions League season," Dortmund manager Jurgen Klopp was quoted by UEFA.com. "During our good spells we failed to take advantage as we should have, and during the bad spells we got punished immediately."
Bottom in the group, Dortmund can now focus on trying to win a second consecutive Bundesliga title.
Gutsiest coach: Andre Villas-Boas
If Chelsea manager Andre Villas-Boas is going, he's going out swinging.
Villas-Boas, under increasing pressure thanks to Chelsea's mediocre form, made a brave decision in Tuesday's crunch clash against Valencia by leaving out longtime midfield stalwart Frank Lampard.
Opting for Didier Drogba up front instead of Fernando Torres and 20-year-old Oriol Romeu rather than John Obi Mikel in the holding role could also be considered gambles. Chelsea also played a much deeper defensive line.
It all worked, as Drogba scored twice, the midfield was solid and the defense held firm (yes, even with David Luiz in the lineup) in a comprehensive 3-0 win that sent Chelsea to the top of Group E.
Afterward, AVB took a swipe at the media and impressive pundit Gary Neville (although someone should tell Neville he won't get a red card for smiling once in a while) in particular.
"We see a [former] Manchester United defender say in the preparations for the game things like, 'I don't want to be one of the Chelsea players today, I couldn't play this game, and it is a difficult game for them,'" he told reporters. "This is out of this world for me. I don't believe this. This is a continuous persecution. It is aggression towards one club."
The aggression may well persist if Chelsea loses to Manchester City on Monday in the Premier League.
Best defensive display: Zenit St. Petersburg
Needing simply a draw Tuesday to progress to the knockout stage for the first time, Russian champion Zenit St. Petersburg adopted an understandable strategy at Champions League veteran FC Porto in Group G: sit back, soak up pressure and try to hold firm. With an Italian manager in Luciano Spalletti, setting up defensively wouldn't have been a problem.
Zenit indeed got the desired result, holding out for a 0-0 result in Portugal. Spalletti's team registered a single shot -- off target -- although Porto, which had to win to finish second, failed to create many chances. When it did penetrate the back four, keeper Vyacheslav Malafeev was there to shut the door.
Watching Spalletti on the sideline as Zenit spurned opportunities on the counter in the final 15 minutes made for amusing viewing.
Unlikeliest team to qualify, II: CSKA Moscow
CSKA joined Zenit in the second round -- giving Russia the same presence as England (two teams) in the knockout rounds -- when an 86th-minute goal by one of the Berezutski twins, Vasili, handed Moscow a 2-1 win at Inter Milan on Wednesday. CSKA took advantage of a 0-0 draw between Lille and Trabzonspor in the other Group B tussle to sneak through.
So, the 16 teams in next week's draw are: Barcelona, Real Madrid, Bayern Munich, Chelsea, AC Milan, Inter Milan, Arsenal, Napoli, Marseille, Lyon, Benfica, Bayer Leverkusen, Zenit St. Petersburg, CSKA Moscow, Basel and Apoel.
London-based Ravi Ubha covers soccer and tennis for ESPN.com. You can follow him on Twitter here.