Liverpool clinched an unlikely place in the next round of the Champions League alongside Real Madrid, FC Porto, Olympiakos and Schalke.
Steven Gerrard, Fernando Torres and Dirk Kuyt yesterday scored to give Liverpool a 4-0 victory over Marseille in its final group game, seven weeks after the five-time European champions looked to be on the verge of elimination.
Real Madrid beat Lazio 3-1, while Porto defeated Besiktas 2-0 and Olympiakos downed Werder Bremen 3-0.
Schalke beat Rosenborg 3-1 to advance behind Chelsea, which had already qualified before its 0-0 draw against Valencia.
Liverpool needed victory in France because it only took one point from its first three Group A matches, including a 1-0 loss to Marseille.
"It was a cup final scenario," Gerrard said. "We needed a big performance. Full of character and hard work. We know we've got the quality."
Last season's runners-up had kept alive hopes of qualification with an 8-0 win over Besiktas and a 4-1 win over Porto, and those hopes were raised further when Gerrard put Liverpool ahead in the fourth minute at Stade Velodrome.
The England midfielder was brought down in the area by a tackle from Gael Givet and, although his penalty kick was saved by goalkeeper Steve Mandanda, he was first to the rebound and hit the ball back into the net.
Torres made it 2-0 in the 11th, slaloming through the home defense on the left of the area and finishing with a low left-foot shot, and Kuyt put the result beyond doubt three minutes into the second half with a low shot from Harry Kewell's left-wing cross.
Ryan Babel scored Liverpool's fourth goal in injury time, his third goal as a substitute in this season's competition.
"The players were really focused on the game," Liverpool manager Rafa Benitez said. "We controlled almost everything."
Having been last after three matches, Liverpool advanced to the next round with 10 points -- just one fewer than 2004 champion Porto, which beat Besiktas with goals from Lucho Gonzalez and Ricardo Quaresma.
Gonzalez scored easily in the 43rd from Tarik Sektioui's pass as Besiktas goalkeeper Rustu Recber halted with a raised arm in the mistaken belief that Sektioui was offside.
Quaresma swept a low shot past Rustu in the 62nd after exchanging passes with striker Lisandro Lopez.
"The most important thing was to achieve our aim, to get through this phase and reach the next round," Quaresma said. "From now on, we know only the best teams in Europe are left."
Marseille finished third in Group A and enters the second-tier UEFA Cup.
Real Madrid led 2-0 after 15 minutes on its way to a win over Lazio that clinched first place in Group C, while Olympiakos qualified alongside the record nine-time European champions with 11 points.
Julio Baptista put Madrid ahead with a 20-meter (yard) shot and Raul Gonzalez scored his record 59th Champions League goal with a header.
Robinho made it 3-0 in the 36th after an exchange of passes with Ruud van Nistelrooy, meaning Goran Pandev's late goal for Lazio was only a consolation.
Ieroklis Stoltidis scored two goals and set up another for Olympiakos, clinching second place and forcing Bremen into the UEFA Cup.
Stoltidis scored the crucial opening goal for the Greek champions in the 12th, collecting the ball 20 meters (yards) from goal and sending a swerving shot past goalkeeper Tim Wiese.
Darko Kovacevic doubled the advantage in the 70th with a header and Stoltidis made it 3-0 with a close-range shot four minutes later.
"We have put in a tremendous effort in these six Champions League games and we got deserved results," Olympiakos manager Takis Lemonis said. "This is a new era for us ... We beat a great team."
Two-time runner-up Valencia was eliminated after its draw at Chelsea, which was already assured of first place in Group B.
"We had enough chances and played some good stuff but we couldn't put it in the back of the net," Chelsea midfielder Joe Cole said.
Valencia, which finished last in its group and failed to even get the consolation of a berth in the UEFA Cup, has now gone 441 minutes without a goal in the Champions League.
David Silva's score in the ninth minute of Oct. 3's 2-1 home loss to Chelsea was the last European goal for Valencia, which also hasn't beat an opposition goalkeeper in 219 minutes of Spanish League play.
Schalke scored three first-half goals to beat Rosenborg and finish as Group B runner-up, pushing the Norwegian champions into the UEFA Cup.
Gerald Asamoah and Marcio Rafinha made it 2-0 in Gelsenkirchen and, although Yssouf Kone got a goal back for Rosenborg, Kevin Kuranyi rounded off the scoring in the 36th from a left-wing cross by Fabian Ernst.
Liverpool, Porto, Chelsea, Schalke, Real Madrid and Olympiakos join defending champion AC Milan and Celtic in the next round, the latter pair having qualified from Group D last week.
FC Barcelona, Manchester United, AS Roma, Inter Milan, Sevilla and Arsenal have also advanced ahead of their final group matches on Wednesday, leaving just two spots to fill. Rangers, Lyon, Fenerbahce and PSV Eindhoven are the contenders for those places.