Inter Milan missed out on the top spot of Group A in the European Champions League as they were humbled 3-0 away to Werder Bremen on Tuesday in the final group contentions.
The reigning European champions fell behind when Sebastien Prodl climbed above the Inter defence to powerfully head home a corner, although the lack of men on the posts made his task more straightforward.
And Rafa Benitez's side were 2-0 down in the opening exchanges of the second half as Hugo Almeida's inviting cross from the left was volleyed home by an alert Marko Arnautovic before Claudio Pizarro made it 3-0 at the death.
Tottenham Hotspur progressed to the knockout stages as Group A winners with a thrilling 3-3 draw away to FC Twente.
Werder Bremen's Sebastian Proedl challenges Inter Milan's Goran Pandev (L) during their Champions League Group A soccer match at the Weser stadium in the northern German town of Bremen December 7, 2010.
Spurs were gifted the lead in comical circumstances in the twelfth minutes when goalkeeper Sander Boschker took an air-shot at Peter Wisgerhof's routine backpass and could only watch in horror as the ball rolled home.
But Twente were soon back on terms after Benoit Assou-Ekotto was punished for handball with Denny Landzaat scoring from the spot with a twice-taken penalty.
Harry Redknapp's men regained the initiative early in the second period as Twente's defence failed to clear Gareth Bale's cross and Aaron Lennon slipped a superb pass into Jermain Defoe to finish in style.
Roberto Rosales' emphatic header brought Twente level again only for Spurs to forge back in front as a defensive slip allowed Wilson Palacios in on goal and when his shot was saved Defoe was on hand to fire home the loose ball.
However, the goals continued to flow with Nacer Chadli leaving Heurelho Gomes grasping at thin air with a delightful free-kick in the 64th minute as Twente headed for the Europa League.
Manchester United finally saw their defence breached but hit back against Valencia to win Group C courtesy of a 1-1 draw at Old Trafford.
United's hopes of becoming the first club ever to go through a Champions League group phase without conceding a goal were ended when Michael Carrick gave the ball away to Alejandro Dominguez who found Pablo Hernandez to fire a low shot beyond Ben Amos in the 32nd minute.
United were back on terms midway through the second period when Park Ji-Sung's powerful strike was only parried by Vicente Guaita and Anderson was on hand to volley home.
Rangers and Bursaspor knew long before their 1-1 draw in Turkey that they were certain to finish third and fourth, respectively.
Gers took the lead through a familiar source in the 19th minute when Kenny Miller smashed the ball home in style after being found in the box by Steven Whittaker's low cross from the left.
But their hopes of victory were dashed 11 minutes from time when Sercan Yildirim was found six yards from goal and had time to slot home.
Schalke retained top spot in Group B courtesy of their victory away to Benfica, who go into the Europa League, with Lyon progressing in second place following their 2-2 home draw against rock-bottom Hapoel Tel-Aviv.
Schalke took the lead in Portugal in the 19th minute with Jose Manuel Jurado firing beyond Roberto after good work from Raul Gonzalez and Ivan Rakitic.
And they made sure of progress as victors of the group in the closing stages when Benedikt Howedes found the net nine minutes from time, with Luisao's late response for the hosts little more than a consolation.
Substitute Alexandre Lacazette's late goal denied Hapoel Tel-Aviv a place in the Europa League and ensured Lyon would finish in second place.
Lisandro Lopez put the hosts in front just after the hour mark only for the Israeli outfit to respond immediately through one-time Chelsea forward Ben Sahar.
And the home side were stunned just six minutes later when Eran Zahavi produced a moment of acrobatic brilliance to leave goalkeeper Hugo Lloris with no chance.
A 2-1 victory would have seen Eli Gutman's men edge ahead of Benfica, but with just three minutes remaining Lacazette's effort crushed their hopes.
FC Copenhagen qualified for the knockout phase behind Group D winners Barcelona courtesy of their 3-1 victory over Panathinaikos, with Pep Guardiola's men seeing off Rubin Kazan at Camp Nou as the visitors had to settle for the Europa League.
Copenhagen edged ahead in the 26th minute when Martin Vingaard's effort from outside the box found the bottom corner of Alexandros Tzorvas' net.
And they doubled their advantage with former Chelsea and Birmingham midfielder Jesper Gronkjaer firing home from the penalty spot five minutes into the second period before Djibril Cisse's own goal made it 3-0, with Cedric Kante's late consolation meaningless.
Barcelona's much changed side, who were assured of top spot before kick-off, ended Rubin Kazan's hopes of sneaking through with a 2-0 victory at Camp Nou.
Andreu Fontas scored the opening goal when he fired home via the aid of a substantial deflection after good work from Thiago Alcantara.
Arguably the world's best substitute, Lionel Messi, had joined the fray when Victor Vazquez doubled Barca's lead in the 82nd minute.