* AC Milan and Olympique Marseille go through
* Sloppy Arsenal lose 2-0 at Braga
Striker Zlatan Ibrahimovic hit the target for AC Milan yet again on Tuesday as the former winners took their place in the last 16 of the Champions League along with an inspired Olympique Marseille.
The pair qualified with a game to spare by taking runners-up spots in their groups after Milan won 2-0 at Auxerre and Marseille thrashed Spartak Moscow 3-0 to reach the knockout stages for the first time since they won the trophy in 1993.
Arsenal's hopes of joining them were put on hold after the North Londoners, needing only a point to qualify, suffered a late collapse and lost 2-0 to Braga in Portugal.
Holders Inter Milan can secure a place in the knockout phase at home to Twente Enschede on Wednesday with former champions Manchester United and Barcelona also set to progress.
AC Milan had Ibrahimovic to thank once more as they beat Auxerre to go through from Group G, with the in-form Swede opening the scoring with his fourth goal in five group games.
"We tried our hearts out. It was a difficult match, a difficult venue. We can relax a bit in the last game", he said.
The Italian side secured runners-up spot behind rampant Real Madrid, the nine-times European Cup winners who triumphed 4-0 at Ajax Amsterdam thanks to a brace from Cristiano Ronaldo and goals from Karim Benzema and Alvaro Arbeloa.
Marseille's win in Moscow assured them of second place in Group F behind Chelsea, now the only team with a 100 percent record in this season's competition after beating Slovakia's MSK Zilina 2-1 with a young-looking side at Stamford Bridge.
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.
While the Russians caved in, Zilina gave Carlo Ancelotti's depleted Chelsea side an early scare.
The visitors, with just one goal in their previous four group matches and with 15 against, took the lead after 19 minutes through Babatounde Bello and kept the London side waiting until Daniel Sturridge equalised in the 51st.
Florent Malouda made it 2-1 four minutes from time.
"It was important to win and move on," said Ancelotti.
"We have now had 60 shots at goal in our last two games but only scored twice. We have been unlucky not to score more but the young players have had some good experience tonight and showed the quality they can bring to the team."
Arsenal needed only a point to join their already-qualified Premier League rivals but imploded against opponents they had beaten 6-0 in their group opener. Brazilian Matheus scored both goals for Braga in the last seven minutes.
Shakhtar Donetsk seized the opportunity to push Arsene Wenger's men off the top of Group H with a 3-0 win at Partizan Belgrade that left the Ukrainians on the verge of going through and condemned the Serbians to a fifth straight loss.
"We have to win the next match," said the Arsenal manager. "With these results, Shakhtar become favourites to win the group".
Already-qualified Bayern Munich lost 3-2 to Roma at the Stadio Olimpico and lost their 100 percent record despite Mario Gomez scoring with two quick fire strikes in the 33rd and 39th to send them in 2-0 up at halftime.
Booed off at the break, Roma fought back with goals from Marco Borriello, Daniele de Rossi and substitute Francesco Totti who converted an 84th minute penalty for the winner.
"We gave the match away like a present," Bayern coach Louis van Gaal told German TV. "It is unbelievable, we were so dominant. Then our concentration was gone. This defeat is not good for our self esteem."
FC Basel kept alive their slim hopes of getting out of Group E with a 1-0 win over Romania's CFR Cluj.
The Swiss champions need a win at Bayern in their final game while hoping Roma lose at Cluj who are already eliminated.