Real Madrid clinched a spot in the quarter-finals after edging Paris Saint-Germain 3-2 on aggregate, following a 3-1 victory in the last 16 second-leg at Santiago Bernabeu.
Los Blancos recalled Toni Kroos and Federico Valverde in midfield alongside Marco Asensio, who joined Karim Benzema and Vinicius Junior upfront while Kylian Mbappe overcame an injury scare to join Neymar and Lionel Messi in attack.
Benzema came close to breaking the deadlock for Madrid in the 25th minute with a curling strike from the edge of the box that tipped away from the top corner by goalkeeper Gianluigi Donnarumma.
However, just after having a goal disallowed for offside, Mbappe put PSG ahead just before the half-time break and doubled their lead on aggregate with a well placed strike into the bottom corner after he was released by Neymar.
The game opened up early in the second stanza and Benzema eventually levelled matters for Los Blancos on the hour-mark and reduced the deficit to 1-2 on aggregate with a close-range finish after a square pass by Vinicius Junior, who profited from an error by Donnarumma at the back.
Benzema gave Carlo Ancelotti's men the lead and levelled the tie on aggregate 14 minute before time with a smashing strike in the box after a threaded pass by Luka Modric.
The Frenchman incredibly made it 3-1 and 3-2 on aggregate and completed his hat-trick two minutes later with a flicked first-time effort past Donnarumma after a cut-back by Vinicius Junior.
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Manchester City booked their spot in the quarter-finals after hammering Sporting CP 5-0 on aggregate, despite a goalless draw in the last 16 second-leg at the Etihad Stadium.
City had a strong line-up despite a 5-0 win in the first-leg, as Raheem Sterling and Phil Foden flanked Gabriel Jesus upfront while Sporting attacker Pedro Porro started against his parent club.
The Citizens were finding it hard to break down a resolute Sporting defence and their best chance came only just before the half-time break after Sterling went through on goal and his attempted lob was saved by shot-stopper Antonio Adan.
Pep Guardiola's charges thought they were ahead just after the half-time break after Jesus smashed home a strike from a tight angle but the goal was chalked off by the Video Assistant Referee (VAR) for a marginal offside.
City rested shot-stopper Ederson in the last 17 minutes and brought on veteran goalkeeper Scott Carson and Carson was immediately tested, as he made a brave save to deny Paulinho from point-blank range.