FC Basel pulled off a historic upset on 1 win over Manchester United in Champions League Group C play to send last season's finalists home early.
United entered the match needing a draw to claim a place in the knockout round, but Basel's Marco Streller gave the hosts an early lead eight minutes into the contest.
Alexander Frei doubled the advantage seven minutes from time for the Swiss side, who held off a late rally from United after Phil Jones pulled a goal back for Sir Alex Ferguson's team in the 89th minute.
Basel becomes the first team from Switzerland to reach the knockout round of the competition, while United will be headed to the Europa League after reaching the Champions League final in three of the past four years.
The opening 10 minutes of the match were telling as Basel took a lead after eight minutes when two United defenders collided, giving Xherdan Shaqiri the chance to deliver a cross from the left wing.
United goalkeeper David De Gea then deflected the ball into the path of Streller, who volleyed it home from 12 yards.
United's best chance in the first half came from Nani's cross which saw both Wayne Rooney and Park Ji-sung fail to apply to the finishing touch from inside the six-yard box.
De Gea kept United within a goal when he produced a great save on Frei's free kick, while Basel's Markus Steinhofer nearly turned a cross from Nani into his own net on the hour mark as the ball struck the crossbar.
But Shaqiri was again responsible for setting up a goal as his right-wing ball skipped through the face of goal and was finished off at the far post by Frei.
Jones gave United a chance in the 89th minute when his header following a scramble in front of the net narrowly crossed the goal line.
However, United failed to produce a second goal which would have allowed them to advance, leaving the club out of the knockout stage for the first time since 2005.
Benfica 1, Otelul 0
Lisbon, Portugal - Benfica clinched the top spot in Group C on Wednesday as Oscar Cardozo's goal in the seventh minute was enough for a 1-0 win at home over Otelul.
Nicolas Gaitan set up the lone tally when he pulled the ball back to an open Cardozo for an easy finish from close range, which was enough to help the Portuguese side finish one point above second-place Basel.
Otelul was making its debut in the competition but the Romanian side exits without claiming a point in six group stage matches.
Manchester, England - Manchester City got the result it needed on Wednesday night at the Etihad Stadium, a 2-0 win over Bayern Munich, but it still wasn't enough for City to advance to the knockout round.
David Silva's opener came after 36 minutes while Yaya Toure added a second goal for Roberto Mancini's side early in the second half.
However, Napoli's 2-0 win over Villarreal in Group A's other contest leaves City in third place.
Bayern had already clinched the top spot in the group and therefore chose to rest most of its regulars.
Napoli 2, Villarreal 0
Villarreal, Spain - Second-half goals from Gokhan Inler and Marek Hamsik allowed Napoli to clinch a place in the knockout round of the Champions League on Wednesday at El Madrigal with a 2-0 win over Villarreal.
City's 2-0 win over Bayern Munich on Wednesday meant that Napoli needed all three points from its trip to Spain against a Villarreal side that lost its previous five games in Group A.
However, the hosts held the Italians without a goal until the 65th minute when Hamsik played a ball to Inler that the Swiss international fired past goalkeeper Diego Lopez from 20 yards.
Hamsik found the net himself in the 76th minute when a ball from Ezequiel Lavezzi created a scramble in front of the net that saw Hamsik react quickest to poke it home.
CSKA Moscow 2, Inter Milan 1
Milan, Italy - CSKA Moscow claimed a place in the knockout round in dramatic fashion as Vassili Berezoutski's goal in the 87th minute sealed a 2-1 win over Inter Milan at the San Siro on Wednesday.
The Russian side entered the match on the bottom of Group B, but after Lille and Trabzonspor finished 0-0 in France in the group's other match, CSKA seized the opportunity to advance by snatching the late goal.
Seydou Doumbia put the visitors up 1-0 by finishing off a through ball from Vagner Love, only for Inter to answer one minute later with a goal from Esteban Cambiasso.
However, Berezoutski got up to head home a corner kick from Aleksandrs Cauna to propel CSKA into the next round.
Inter had already sealed the top spot in Group B prior to the match.
Lille 0, Trabzonspor 0
Lille, France - Lille and Trabzonspor played to a 0-0 draw in France on Wednesday, sending both teams out of the Champions League.
A win for either side would have put them into the next round, but despite Lille dominating the majority of the match, the French side was unable to produce the goal necessary to advance.
Trabzonspor goalkeeper Tolga Zengin made a number of quality stops on the day, while a stoppage-time free kick from Adrian Mierzejewski for Trabzonspor found the side netting, nearly winning the game for the Turkish side.
Real Madrid 3, Ajax 0
Amsterdam, Netherlands - Real Madrid completed a perfect six wins in six games in Group D play on Wednesday as Jose Maria Callejon scored twice in a 3-0 victory at Ajax.
Jose Mourinho's side had already clinched the top spot in the group, but his second-string still handled the Dutch side in Amsterdam as Callejon scored after 14 minutes and Gonzalo Higuain added a second goal shortly before the break.
Callejon capped the scoring in the 90th minute for Real, while Ajax saw Lyon secure a stunning 7-1 win over Dinamo Zagreb to edge out the hosts for second place on goal difference.
Lyon 7, Dinamo Zagreb 1
Zagreb, Croatia - Lyon pulled off a stunning 7-1 win over Dinamo Zagreb on Wednesday as Bafetimbi Gomis scored four times to help the French side complete a nine-goal swing to edge out Ajax for second place in Group D.
Lyon needed a win plus a loss by Ajax in order just to have a chance to advance. But they also needed to make up a sizable goal difference, which didn't look good when 10-man Zagreb went up 1-0 in the 40th minute through Mateo Kovacic.
Zagreb was reduced to 10 men in the 28th minute when Jerko Leko picked up his second yellow card, but Lyon didn't take advantage until just before halftime when Gomis equalized.
However, the visitors put six goals past the Croatian side after the break, with Gomis netting three more while Maxime Gonalons, Lisandro Lopez and Jimmy Briand each tallied a goal as well.