NAPLES, ITALY - Edison Cavani scored twice as Napoli defeated Manchester City, 2-1, on Tuesday in Champions League Group A play, leaving the English Premier League leaders on the brink of elimination.
Cavani scored in the 17th and 49th minutes and Mario Balotelli could only pull one goal back for Manchester City, which lost on the road for the second time in three Champions League matches.
Bayern Munich wrapped up Group A on Tuesday with a 3-1 win over Villarreal and now the English squad must beat the German side on Dec. 7 at Etihad Stadium to have any chance to overtake Napoli for second place and a knockout berth.
Bayern, Inter Milan and Benfica were the three clubs to secure knockout berths on Tuesday.
Napoli visits Villarreal for its last match Dec. 7. Villarreal has dropped all five of its matches and has been outscored 12-2.
But City's potential exit after the "Group of Death," labeled the toughest of the competition, is even more surprising than the Spanish side's struggles.
Manchester City has been in impeccable form in England, winning 11 of 12 games to establish a five-point lead over rival Manchester United - which will also need a result in its last group match to advance.
City has won all six home games in the Premier League and has five wins and a draw on the road, but the Champions League has not been as kind as Napoli took a point in their first meeting in Manchester, and City has lost at Bayern and Napoli.
After Cavani scored the opener on 17 minutes, in-form Balotelli tied the match in the 33rd, but Cavani followed with his fourth goal of the competition after the break, and Napoli maintained its second lead over the final 40 minutes at the Stadio San Paolo.
The third place side in each group drops into the Europa League, but it would mark an enormous failure for City, especially considering its EPL form.
City is one point behind Napoli in third place, but a draw would not be enough to move up to second should the Italian side lose to Villarreal, meaning a win over Bayern is the only option.
Manchester United 2, Benfica 2
Manchester, England - Pablo Aimar scored in the 59th minute as Benfica escaped Old Trafford with a 2-2 draw on Tuesday that secured its place in the final 16 of the Champions League, and left Manchester United in need of a result in its last match in Group C at Basel.
Phil Jones' own goal inside 3 minutes gifted Benfica the lead in Manchester, but Dimitar Berbatov delivered the tying goal in the 30th minute in a rare appearance and Darren Fletcher put United ahead in the 58th.
However, Aimar followed Fletcher's goal just 80 seconds later to help Benfica earn the crucial road point to seal its advancement. United is second in the group, and a draw against Basel will be enough to advance.
To win the group, though, United needs Benfica to lose or draw against Otelul - which has lost all five of its matches to date - and defeat Basel.
Jones was unlucky to hand Benfica the lead, as a cross from the right bounced off two of his teammates to set him up for disaster, and the turned the ball into the middle of the net from about 5 yards.
Berbatov leveled off a cross from Nani with a perfect header to the far post, and Fletcher tapped in his own rebound early after halftime. But before fans had stopped celebrating, Aimar added Benfica's second goal from close range.
Although second place likely presents a tougher matchup in knockout play, it's a spot that produced two finalists in 2010 when Inter Milan and Bayern Munich finished second in their groups but advanced to the final.
Bayern Munich 3, Villarreal 1
Munich, Germany - Franck Ribery scored twice, Mario Gomez added his Champions League leading sixth goal, and Bayern Munich secured first place in Group A - the "Group of Death" - with a 3-1 win over Villarreal on Tuesday.
Ribery scored the opener after 3 minutes off an assist from Toni Kroos, then a shot off the right post from Anatoliy Tymoshchuk fell into space for Gomez for an easy finish in the 24th.
Villarreal, which has lost all five of its matches, pulled one goal back early in the second half through Jonathan De Guzman, but Kroos found Ribery again in the 69th and the Frenchman completed his brace at the Allianz Arena after he rounded the goalie and slotted into an empty net.
Bayern ends the stage at Manchester City on Dec. 7, when the hosts need a win to have any chance of advancing to the knockout stage. Bayern won the previous meeting in Munich, 2-0.
Villarreal has been eliminated, but will try to end group play with a win over Napoli on Dec. 7 in Spain.
Real Madrid 6, Dinamo Zagreb 2
Madrid, Spain - Karim Benzema, Jose Callejon, Gonzalo Higuain and Mesut Ozil scored inside 20 minutes as Real Madrid rolled to a 6-2 win over Dinamo Zagreb on Tuesday to clinch first place in Group D of the Champions League.
Real previously clinched advancement to the last 16, and Jose Mourinho's squad made quick work of Croatian side Dinamo, which has lost all five of its games, as Benzema, Callejon and Higuain all scored inside 9 minutes at the Bernabeu.
Callejon and Benzema each added a second goal after halftime, as Real added to its impressive display so far in group play. Real has outscored its opponents 16-2 and won all five matches. Benzema leads Real with four goals in Champions League play.
The Spanish side will try to complete a perfect group stage at Ajax on Dec. 7. Dinamo, which got its first two goals in the event in the closing minutes from Fatos Beciraj and Ivan Tomecak, hosts Lyon in its final match Dec. 7.
Basel 3, Otelul 2
Bucharest, Romania - Alexander and Fabian Frei each scored again, as Basel won 3-2 over Otelul on Tuesday at Stadionul National in Champions League Group C play to remain in contention for a knockout berth.
Fabian opened the scoring with his third goal of the stage in the 10th minute, and older brother Alexander followed in the 14th with his fourth of the event. Basel is third in the group, and hosts Manchester United on Dec. 7, when a win is needed to advance to the last 16.
Marco Streller added his first goal of the competition before half, as Basel's second win through five matches looked secured before half. Otelul got goals from Gabriel Giurgiu and Liviu Antal 6 minutes apart to make the late stages interesting, but Basel held on.
Otelul has lost all five of its matches, and wraps up the stage at Benfica on Dec. 7.
Trabzonspor 1, Inter Milan 1
Trabzon, Turkey - Inter Milan was held to a 1-1 draw by Trabzonspor at Huseyin Avni Aker Stadium on Tuesday, but the Italians still clinched first place in Group B and a spot in the knockout stage of the Champions League.
Ricardo Alvarez scored in the 18th minute for Inter, but Halil Altintop had a goal for Trabzonspor in the 23rd, leaving the Turkish side in second place and in control of its destiny on the final day of the stage Dec. 7.
Trabzonspor, which downed Inter in their previous meeting, visits Lille on the final day of the stage when a draw could be enough to secure advancement, as long as CSKA Moscow does not beat Inter Milan.
Inter has 10 points from five matches.
Lille 2, CSKA Moscow 0
Moscow, Russia - Vasili Berezutsky's own goal 4 minutes into the second half helped Lille escape Luzhniki Stadium with a 2-0 win Tuesday in Group B of the Champions League.
Moussa Sow added a second goal in the 64th minute, as French side Lille picked up its first win of the stage to remain in contention for a berth in the final 16 on the last day of the group stage.
CSKA Moscow also has five points from five matches and can also advance with a win at Inter Milan on Dec. 7 and a draw between Lille and Trabzonspor. Lille hosts Trabzonspor, which tied Inter Milan on Tuesday 1-1, on Dec. 7 in need of a win to advance. Trabzonspor could advance with a draw.
Lyon 0, Ajax 0
Lyon, France - Four-time European champion Ajax earned a 0-0 draw at the Stade de Gerland on Tuesday in Group D of the Champions League to maintain a three- point cushion over Lyon for second place and a knockout berth.
The two clubs also tied their first meeting, meaning the Dutch side can clinch a spot in the next round with a point against group winner Real Madrid on Dec. 7 in Amsterdam.
Lyon must defeated winless Dinamo Zagreb in Croatia to have any chance to make the next round, but Ajax could still advance with a loss and Lyon win, as the French side must overturn a huge gap in goal differential.