The only two English clubs remaining in the Champions League were handed tough opponents after the draw for the Round of 16 was held in Nyon, Switzerland on Friday.
Arsenal was handed arguably the most difficult opponent of the draw, as the Gunners will face Italian giants AC Milan. Chelsea was also drawn against Italian opposition, facing Napoli after the Serie A side narrowly edged Manchester City in Group A.
AC Milan finished second in Group H behind reigning champions Barcelona, who were drawn against Bayer Leverkusen. The German side finished runners-up in Group E behind Chelsea.
Four-time winners Bayern Munich have been paired with FC Basel after the Swiss side eliminated last season's finalists Manchester United on the final matchday of the group stage. Basel finished runners-up in Group C.
APOEL, the first team from Cyprus to ever reach the knockout round, was drawn against French side Lyon, Marseille was paired Inter Milan, Zenit St Petersburg is set to face Benfica, and Real Madrid was handed a potentially tricky matchup against CSKA Moscow.
The Champions League is set to resume on Feb. 14 with Lyon hosting APOEL and Bayer Leverkusen hosting Barcelona.
Below is full draw for the Round of 16:
Lyon - APOEL Napoli - Chelsea AC Milan - Arsenal Basel - Bayern Munich Bayer Leverkusen - Barcelona CSKA Moscow - Real Madrid Zenit - Benfica Marseille - Inter Milan