Chelsea looked like the defending European champions on Wednesday in a 6-1 win over Nordsjaelland at Stamford Bridge to close out Group E play.
But the problem for the Blues is that Juventus also collected three points at Shakhtar Donetsk with a 1-0 victory, making Chelsea the first team to win the Champions League and then fail to advance beyond the group stage the next year.
Chelsea had reached the knockout round in each of its 10 previous attempts in the Champions League, but the club needed a win over Nordsjaelland on Wednesday and a Juventus loss in Ukraine to extend that streak.
The Blues kept their end of the bargain in emphatic fashion as Fernando Torres scored twice, while David Luiz, Gary Cahill, Juan Mata and Oscar each chipped in a goal.
But Juve's win, which came on an own goal from Shakhtar's Olexandr Kucher, allowed the Italian side to win the group, while Shakhtar edges out Chelsea on a tiebreaker, leaving the English side with a place in the Europa League.
Group G had its share of drama on the final day as Celtic clinched a place in the knockout round with a 2-1 win over Spartak Moscow, edging out Benfica, which was held to a 0-0 draw at Barcelona.
The Spanish side had already clinched the top spot in the group but prevented Benfica from joining them in the next round by holding out for a point with a very inexperienced side.
With that result Celtic would advance with a win, and the Hoops started well as Gary Hooper fired the team in front after 20 minutes.
Ari scored for Spartak to level the contest before the break, and a draw would not be enough for the Scottish champions to advance.
But eight minutes from time Celtic was handed a chance to regain the lead when Marek Suchy fouled Georgios Samaras inside the penalty area, allowing Kris Commons to fire home the winning goal from the spot.
Bayern Munich secured the top place in Group F with a comfortable 4-1 win over BATE, which will be headed to the Europa League, while Valencia also goes through with Bayern after a 1-0 victory at Lille.
The German side was reduced to 10 men early in the second half as Jerome Boateng was sent off with Bayern ahead, 1-0. However it mattered very little as goals from Thomas Muller, Xherdan Shaqiri and David Alaba put the result out of reach.
Valencia claimed its win and second place in the group with a first-half penalty kick from Jonas.
Manchester United had nothing on the line in its home contest with CFR Cluj in Group H, and the Red Devils sustained a 1-0 defeat to the Romanian side after a second-half goal from Luis Alberto.
But Cluj won't be joining United in the next round as Galatasaray rallied for a 2-1 win at Braga to seal second place.
Braga took the lead through Mossoro midway through the first half, but Burak Yilmaz equalized in the 58th minute and Aydin Yilmaz tallied the goal that puts Galatasaray into the next round 13 minutes from time.