Barca has injury problems, however, with Lionel Messi, Rafael Marquez and Edmilson already out along with long-term absentee Xavi Hernandez and Thiago Motta extremely doubtful after pulling a thigh muscle against Madrid.
Like Milan, Inter rested several regulars -- Walter Samuel, Luis Figo, Adriano, Juan Sebastian Veron and Dejan Stankovic -- for Saturday's Serie A game against Messina but the backup players triumphed 3-0.
Villarreal gave Argentina playmaker Juan Roman Riquelme a rest but a 1-0 victory over Real Zaragoza lifted the club to seventh in the Spanish league.
After the second legs are over, the semifinal pairings also will be known.
Because of the first-leg results, the odds are on an Arsenal-Inter Milan matchup in the semifinals and that will bring back memories of two group phase meetings two seasons ago.
Inter scored a 3-0 victory at Highbury but the Gunners went to San Siro to win 5-1.
In the other half of the draw, the winner of AC Milan and Lyon faces either Barcelona or Benfica.
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