Juventus qualified from Group C by beating Bayern Munich 1-0 with a last minute Alessandro Del Piero winner which gave them their fourth successive 1-0 victory and lifted them on to 12 points.
Although Bayern lost and remain on six points they should still qualify as their last two games are at home to Maccabi Tel Aviv on November 23 before a visit to Ajax Amsterdam on December 8. Bayern have already beaten both those sides.
Maccabi beat Ajax 2-1 in the other group match for their first ever goals and victory in the competition proper leaving them both on three points. Midfielder Barukh Dago was Maccabi's hero scoring twice in eight minutes early in the second half.
Olympique Lyon joined Juve in the opening knockout round when they beat Fenerbahce 4-2 in a roller-coaster Group D match at home with two stoppage-time goals to take their tally to 10 points.
They cannot now finish lower than second and are likely to be joined by Manchester United who beat Sparta Prague 4-1 to move to eight points.
Fenerbahce (three points) have a slim mathematical chance of overhauling United and finishing second but Prague (one point) are out.
Lyon looked like they had blown their chance with 17 minutes to play when Tuncay Sanli equalised for the Turkish champions to make it 2-2.
But Fenerbahce were reduced to 10 men after Servet Cetin was red carded two minutes later and paid the price when substitute Nilmar scored twice in stoppage time to seal the victory in a thriller. Fenerbahce led first before Lyon established a 2-1 lead early in the second half.
Real Madrid overturned a two-goal deficit for the second time in the competition coming back to draw 2-2 with Dynamo Kiev in Ukraine in their Group B match.
But unlike on September 28 when they recovered to beat AS Roma 4-2 at home Real had to settle for one point with goals from Raul and a penalty from Luis Figo who is 32 on Thursday.
Raul took his Champions League scoring tally to 48 goals one fewer than the European record established by his illustrious Real predecessor Alfredo di Stefano between 1955 and 1964.
Nigerian youth international Ayila Yussuf who turns 20 on Thursday scored his first Champions League goal after 13 minutes and Kiev doubled their advantage with a blistering goal from Latvian striker Maris Verpakovskis 10 minutes later.
Roma and Leverkusen drew 1-1 behind closed doors in Rome in the other match in the group leaving Leverkusen Kiev and Real on seven points with Roma on one.
UEFA banned spectators from the match as punishment for the coin-throwing attack on referee Anders Frisk when Roma played Kiev at home in September.
Despite just taking one point from a possible 12 Roma are still mathematically at least not yet eliminated.
Ruud van Nistelrooy maintained his incredible scoring record in the competition with all four goals in Manchester United's 4-1 win over Sparta Prague at Old Trafford taking his tally to 41 goals in the competition for PSV Eindhoven and Manchester United.
The pick of Wednesday's was his third when he battled a lost cause before winning the ball and lobbing Sparta keeper Jaromir Blazek.
Only three other players have scored four goals in one Champions League game the last being Dado Prso when Monaco beat Deportivo Coruna 8-3 a year ago this week.
Prague's night ended on a low note when popular former United midfielder Karel Poborsky was sent off for a second yellow card two minutes from time -- but still got a standing ovation from his former fans.
In Group A Olympiakos beat AS Monaco 1-0 and Liverpool's Spanish manager Rafael Benitez enjoyed his trip back home with Liverpool winning 1-0 at Deportivo Coruna with an own goal from Jorge Andrade after only 14 minutes.
Olympiakos and Liverpool are on seven points Monaco on six and Coruna last season's beaten semi-finalists facing elimination with just two points.