Bayern Munich made it into the Champions Leagues knock-out round on their own, while Werder Bremen took advantage of Barcelona's win to advance. Schalke, however, were eliminated, ending hopes of a German triumvirate.
A masked Miroslav Klose helped Bremen run off with a 5-1 victory
Even after a 5-1 massacre of Greece's Panathinaikos, it wasn't until Barcelona's 2-0 victory over Italy's Udinese was projected on the big screen that the 38,000 fans in Bremen's Weser Stadium were really able to celebrate. Tied on points with Udinese, the German club advanced thanks to a win in the series against the Italian club.
Bremen 'overjoyed' at moving on
Barcelona's 2-0 win over Udinese was just as important as Bremen's 5-1 result
"We're overjoyed. We had to do our job and hoped Barcelona would win," said Bremen stirker and German international Miroslav Klose, making an unexpected appearance in a face mask after breaking his cheekbone two weeks ago.
Panathinaikos were shell-shocked after a second minute penalty put Bremen up 1-0 and worse was to come as Paraguayan international Nelson Haedo Valdez struck twice in three minutes to wrap up the game early on.
Klose made it 4-0 in the 51st minute with a clinical finish, and Torsten Frings finished the scoring late on after Panathinaikos had netted a consolation goal.
"We didn't make any mistakes and were in a position to keep the pressure on Panathinaikos for the whole game," said Bremen coach Thomas Schaaf. "We proved that we can achieve good results against the biggest names."
Bayern unhappy with second
Munich's Martin Demichelis, left, will face tougher opponents than Bruge's Gaetan Englebert, in the next round
There was little at stake for either of the teams in the match between Bayern Munich and Belgian champions Bruges and it showed in the uninspiring 1-1 draw.
Munich had already booked a spot in the round of 16 with a lock on either first or second in their group behind, and Bruges didn't have a chance at advancing behind Munich and Juventus, but knew their spot in the UEFA Cup was secure.
Bayern coach Felix Magath couldn't hide his disappointment with the tie that put Bayern into second place in group A and could pit them against a stronger opponent than Juventus, who won the group.
"It is not what we wanted going into the game, but we know that we'll have to live with the disadvantages of being in second place," he said. "That's football and we'll have to see who we get in the lottery."
Milan tops Schalke
Schalke's Christian Poulsen, left, couldn't repeat the Bundesliga win he orchestrated over Bielefeld
AC Milan's Brazilian midfielder Kaka scored twice as the Italians edged out Schalke 3-2 at the San Siro to clinch a place in the last 16. Milan went through as winners of Group E, but a defeat or a 3-3 draw would have ended them crying in their cappuccinos.
Two fierce strikes from Kaka put Milan up 3-1 following a first half goal from Milan's Andrea Pirlo and short-lived equalizer from Christian Poulsen. But Schalke's Lincoln breathed life back into the team and gave Milan a nervy last 24 minutes to endure when his deflected shot crept in.
Using the same lineup that won Saturday's Bundesliga match against Arminia Bielefeld, Ralf Rangnick's Schalke determined the game's pace over long stretches, giving up the two Kaka goals on Milan counter attacks.
"At the beginning of the seocnd half we had some strong phases, but I'm disappointed that we gave up two goals after controlling the ball," Rangnick said. "These mistakes let a nervous, tattered opponent take the lead."
The third place finish guarantees Schalke's spot in the UEFA Cup.
Man U eliminated by Benfica, Lille , Real Betis also out
The other teams who qualified for the next round are:
Arsenal (ENG), Ajax (NED), Barcelona (ESP), Villarreal (ESP), Benfica (POR), AC Milan (ITA), PSV Eindhoven (NED), Lyon (FRA), Real Madrid (ESP), Liverpool (ENG), Chelsea (ENG), Inter Milan (ITA), and the Rangers (SCO).