Didier Drogba scored twice in the opening 20 minutes as Chelsea stormed into the knockout stages of the Champions League with a 4-0 triumph at Norway's Rosenborg Trondheim.
Drogba gave Chelsea an early cushion Wednesday night, with Alex and Joe Cole grabbing the other goals as Chelsea clinched first place in group B.
Title holders AC Milan also advanced into the round of 16 by virtue of a 1-1 draw at Benfica Lisbon.
But record winners Real Madrid were stunned 2-3 at Germany's Werder Bremen and have to wait until the final round, where Liverpool aim to complete a miraculous recovery that saw them beat Porto 4-1 on the night.
Chelsea and Milan join Roma, Inter, Arsenal, Manchester United, Barcelona and Sevilla, who are already through from groups E-H.
Chelsea were in command in Norway from the outset, with Drogba opening the scoring by tapping in after goalkeeper Lars Hirschfeld saved an initial shot from Cole. He then doubled the lead in the 20th in a penalty area scramble.
Alex made it 3-0 in the 41st with a well-executed free-kick before Cole wrapped up the big win in the 73rd, with Shawn Wright-Phillips also hitting the post in the second half.
Chelsea have won group B with 11 points. Schalke 04 drew 0-0 at bottom club Valencia, who had David Albelda sent off, and with five points can steal second place from Rosenborg (seven) if they beat them at home in the final round next month.
AC Milan were not glorious but also made the knock-out stages in Lisbon. Andrea Pirlo put the Italians 1-0 up with a long-range effort in the 15, but Maxi Perreira equalized five minutes later.
Milan's passage into the next round was assured when Italian Massimo Donati scored a 2-1 injury-time win for Celtic Glasgow in the other group D match against Shakhtar Dontesk.
Milan have 10 points, Celtic nine, Shakhtar six and Benfica four. Real Madrid, by contrast, have to wait until their last match after another dismal match in Germany where they have won just once in 21 European trips.
Markus Rosenberg opened the scoring for injury-plagued Werder four minutes into the game from short range after Boubacar Sanogo headed on a cross from Clemens Fritz. Bremen were undeterred by Robinho's equalizer and went on top again shortly before halftime when Rosenberg fed Sanogo.
Ruud van Nistelrooy missed from point blank range early in the second half and Real were punished instantly from Aaron Hunt's drive to give Bremen a 3-1 lead. Van Nistelrooy scored later on but Real could not avoid their first defeat of the campaign.
Real lead with eight points, Olympiakos Piraeus also have eight from a 2-1 victory at Lazio, Bremen have six and Lazio five. Real host Lazio and Olympikos play Bremen in the final round.
Four-time winners Liverpool, meanwhile, are back in the frame in tight group A after the emphatic win over Porto with three goals in the final 13 minutes.
Fernando Torres got a double in the 19th and 78, with Lisandro Lopez' header giving Porto the equalizer in the 33rd. The Anfield crowd rejoiced when a penalty from captain Steven Gerrard in the 83rd and Peter Crouch in the 89th sealed the victory.
Porto have eight, Liverpool seven and Olympique Marseille seven as well after a late 2-1 defeat at Besiktas (six). Liverpool but need to win in Marseille to make the next stage.
Collated results for matches played on Wednesday night:
At Inonu Stadium, Istanbul
Besiktas 2 (Rodrigo Tello 27, Bobo 88) Olympique Marseille 1 (Taye Taiwo 65)
At Anfield, Liverpool
Liverpool 4 (Torres 19, 78, Gerrard 84 pen, Crouch 87) Porto 1 (Lisandro Lopez 33)
At Lerkendal Stadium, Trondheim
Rosenborg Trondheim 0 Chelsea 4 (Drogba 8, 20, Alex 40, J.Cole 73)
At the Mestalla, Valencia
Valencia 0 Schalke 0
At the Olympic Stadium, Rome
Lazio 1 (Pandev 30) Olympiakos 2 (Galletti 35, Kovacevic 64)
At Weserstadion, Bremen
Werder Bremen 3 (Rosenberg 5, Sanogo 40, Hunt 58) Real Madrid 2 (Robinho 14, van Nistelrooy 71)
At Luz stadium, Lisbon
Benfica 1 (Pereira 20) AC Milan 1 (Pirlo 15)
At Celtic Park, Glasgow
Celtic 2 (Jarosik 45, Donati 90+2) Shakhtar Donetsk 1 (Brandao 4)