Group E Chelsea could become the first defending Champions League winner not to reach the knockout rounds, losing 3-0 at Juventus on Tuesday night as Fabio Quagliarella, Arturo Vidal and Sebastian Giovinco scored.
Winless in four straight Premier League games, Chelsea (2-2-1) dropped into third place in Group E and can advance only if it beats Nordsjaelland (0-4-1) on Dec. 5 and Shaktar Donetsk (3-1-1) wins at home against Juventus (2-0-3).
Fabio Quagliarella and Arturo Vidal - both on target for Juventus in the 2-2 draw at Stamford Bridge - again scored against a Chelsea team without the dropped Fernando Torres and injured John Terry. Substitute Sebastian Giovinco capped the victory with a goal in the final minute.
Shakhtar Donetsk advanced to the knockout stage of the Champions League after winning 5-2 at FC Nordsjaelland following a hat trick by Luiz Adriano and two goals by Willian on Tuesday.
The Ukrainian club leads the group with 10 points, one more than Juventus and three in front of Chelsea. Shakhtar can't be overtaken by Chelsea because it has scored more head-to-head away goals.
Group F A 10-man Valencia team drew 1-1 at home against last season's finalist Bayern Munich on Tuesday, a result that sent both through to the knockout stage of the Champions League.
Valencia went down to 10 men in the 33rd minute after right back Antonio Barragan fouled David Alaba to receive a second yellow card.
Valencia midfielder Sofiane Feghouli made it 1-0 in the 77th minute with a bouncing shot into the net.
Bayern winger Thomas Mueller equalized from a loose ball in the penalty area that grazed Feghouli and went into the net in the 82nd minute.
Lille salvaged some pride from its miserable Champions League campaign by winning 2-0 away to BATE Borisov on Tuesday.
Lille lost its first four Group F matches - including a humiliating 6-1 thrashing by Bayern Munich - and needed to win by a greater margin than 3-1 to have a chance of edging BATE to a consolation Europa League spot. It failed and looks set to finish last in the group.
Group G Lionel Messi had his ninth two-goal game of the season, and Barcelona won 3-0 at Spartak Moscow 3-0 to reach the knockout rounds for the ninth straight season. With 56 Champions League goals, Messi tied Ruud Van Nisterooy for second in career scoring, trailing only Raul Gonzalez (71).
The club that joins Barcelona in the Champions League knockout stage from Group G will be decided in two weeks after Benfica beat Celtic 2-1 on Tuesday.
The result left the Portuguese and Scottish teams level on seven points. Group leader Barcelona has 12 points and Spartak Moscow three.
The deciding group matches on Dec. 5 have Benfica travelling to Barcelona and Celtic hosting Spartak.
Group H Galatasaray remains on course to join Manchester United in the Champions League knockout phase after Burak Yilmaz secured a 1-0 victory over the already-qualified leaders on Tuesday.
Yilmaz, who headed in from a corner at the start of the second half, has scored all five goals in Group H for Galatasaray.
"We should have switched on and dealt with the ball,'' United defender Phil Jones said after his first appearance of the season. "We got punished on a set-piece. It's not our game. We still had chances to go on to draw.''
But Galatasaray held on to remain in second place ahead of CFR Cluj on goal difference with one game remaining after the Romanian champions beat Braga 3-1.
Already assured of a berth in the second round, Manchester United rested many of its regulars.