Manchester United gave Alex Ferguson a 1,000th game anniversary present by reaching the last 16 of the Champions League on Tuesday, while four-time winner Bayern Munich romped into the second round with a 5-1 win over Maccabi Tel Aviv.
Nine-time champion Real Madrid is still struggling, however, held 1-1 at home by Bayer Leverkusen. The Spanish giant, which had almost made the European Cup its own, has to win its final group game at AS Roma to get through.
Two-time European champion United and Bayern join Chelsea, Inter Milan, Juventus and Lyon in the last 16. AC Milan and FC Barcelona are expected to advance on Wednesday.
United beat already-qualified Lyon 2-1 at Old Trafford with Ferguson in charge of the team for the 1,000th time in 18 years.
Gary Neville scored one of his rare goals while Ruud Van Nistelrooy netted his 34th in his 35th Champions League game. In between, goalkeeper Roy Carroll let a 35m shot by Mahamadou Diarra through his arms for a blunder that may mean a return for American 'keeper Tim Howard.
"It was an excellent performance, I was very pleased," Ferguson said. "It's a great night. The performances are coming, the rhythm's coming and we're getting better."
In the other Group D game, Fenerbahce beat Sparta Prague 1-0 thanks to an own-goal by Radoslav Kovac, but it was not enough for the Turkish club to catch United and Lyon.
Netherlands striker Roy Makaay scored two second-half goals after Claudio Pizarro, Hasan Salihamidzic and Torsten Frings had put Bayern in charge in Munich. Barukh Dego converted a penalty in the 56th to pull one back for Maccabi.
Juventus made sure of finishing at the top of Group C by beating four-time European champion Ajax 1-0 in Turin. A 15th-minute goal by Uruguayan forward Marcelo Zalayeta gave the Italian league leader its fifth victory in five games.
Madrid, which lost to traditional rival Barcelona 3-0 on Saturday, fell behind against Leverkusen at the Santiago Bernabeu Stadium when Bulgaria striker Dimitar Berbatov gave the Germans a first-half lead in a repeat of the 2002 final.
Raul Gonzalez leveled for Madrid, which will still advance by winning in Rome in the eerie atmosphere of a silent stadium. Roma, which lost at Dynamo Kiev 2-0, is already out and still serving a punishment after a fan threw something from the stands and hit referee Anders Frisk in a Champions League game against Dynamo on Sept. 15.
"Playing Roma we have to go to win," Madrid coach Mariano Garcia Remon said. "The shame is that we didn't settle it tonight."
There was more misery for Roma on Tuesday when Traianos Dellas, one of the heroes of Greece's European Championship triumph in Portugal, headed in an own-goal and Maksim Shatskikh scored with 10 minutes to go to give Dynamo a routine triumph.
Dynamo leads the Group B standings with 10 points, while Leverkusen and Madrid have eight each and Roma has one.
Qualification from Group A is also open after Olympiakos edged Deportivo La Coruna 1-0 thanks to a 68th-minute goal by Predrag Djordjevic, and Javier Saviola netted Monaco's goal in a 1-0 beating of Liverpool.
Liverpool was furious that the Argentine's goal counted, however, as its players were convinced Saviola handled the ball on the way to scoring.
The results mean that Olympiakos remains top with 10 points, Monaco has nine and Liverpool seven. Liverpool can still make it, however, by beating the Greek club by at least two goals at Anfield in two weeks while Monaco, last season's runner-up to FC Porto, goes to La Coruna.