|Zlatan Ibrahimovic seals the deal for AC Milan with his eleventh goal of the season [AFP]
Former winners AC Milan clinched a sport in the last 16 of the European Champions League on Tuesday to join Olympique Marseille who sealed their place in the knockout stage for the first time since they took the title in 1993.
Zlatan Ibrahimovic and Ronaldinho scored to give Serie A leaders Milan a 2-0 victory over French side Auxerre in Group G, which will be topped by Real Madrid after the nine-time champions routed Ajax 4-0.
Marseille won 3-0 at Spartak Moscow to clinch second place in Group F and Chelsea took top spot by rallying to beat Zilina 2-1, ending the night as the only side remaining in the competition with a perfect winning record.
Arsenal needed only a point to qualify with a game to spare but again suffered a late collapse thanks to Matheus' late double in the last seven minutes, losing 2-0 at Braga, the Portuguese side they beat 6-0 in their opening match.
Shakhtar Donetsk went top with a 3-0 win at Partizan Belgrade, pushing Arsene Wenger's men off the top of Group H.
In Group E, AS Roma beat already-qualified Bayern Munich 3-2 to take a big step to joining last season's beaten finalists in the next phase
Milan, the seven-time champions, had only won one of their last four Champions League matches before travelling to Auxerrre.
But Ibrahimovic set about improving that dismal run by scoring his 11th goal of the season in the 64th minute.
Clarence Seedorf's cross for Robinho was deflected into the Sweden striker's path on the edge of the penalty area and he struck powerfully into the net.
Ronaldinho replaced Ibrahimovic in the 85th and struck with a curled shot at the far post in stoppage time.
Four-time champions Ajax won't be joining Milan in the draw for the knockout phase after Madrid winger Cristiano Ronaldo scored twice to pile the pressure on coach Martin Jol with an emphatic victory.
Karim Benzema fired into the roof of the net from the edge of area to put group winner Madrid ahead in the 36th after Mesut Oezil skilfully laid the ball into his path.
Alvaro Arbeloa doubled the Spanish side's advantage with a fierce shot in the 44th.
Arbeloa then set up Ronaldo to make it 3-0 with a close-range shot and the Portugal winger made it 18 goals in 19 games by scoring from the penalty spot in the 80th.
Spartak had failed to beat French opponents in Moscow in five previous attempts in the Champions League and their hopes of success in the sixth had already faded before they lost Brazilian striker Welliton to a red card in the 64th.
English champions Chelsea, with nothing at stake and fielding a depleted team, put domestic crisis talk to one side with a laboured 2-1 win at home that condemned Slovakia's MSK Zilina to a fifth successive defeat.
Zilina still gave Carlo Ancelotti's side a scare, taking the lead after 19 minutes through Babatounde Bello and keeping Chelsea waiting until Daniel Sturridge equalised in the 51st.
Florent Malouda made it 2-1 four minutes from time.
It was a miserable night, though, for London rivals Arsenal, who would have qualified by drawing with Braga.
But with six minutes left on the clock, Matheus broke clear on a counterattack and left-footed the ball past Arsenal goalkeeper Lukasz Fabianski. He then beat three defenders to score his second in injury time.
Arsenal are now level on nine points with Braga in second place in Group H.
Bayern Munich surrendered their 100 percent record at Roma's Stadio Olimpico despite Mario Gomez scoring two quick fire strikes in the 33rd and 39th to send them in 2-0 up at half-time.
Roma fought back with goals from Marco Borriello, Daniele de Rossi and substitute Francesco Totti, who converted an 8th minute penalty for the winner.
Swiss champions FC Basel kept their hopes alive of getting out of Group E with a 1-0 win over Romania's CFR Cluj.