|ESPNsoccernet: UEFA Champions League|
Phil Jones' last-gasp goal was not enough as Manchester United crashed out of the Champions League after a 2-1 defeat by FC Basel.
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It was a disappointing night for English sides as Manchester City also failed to reach the knockout stages despite a 2-0 win over Bayern Munich at Eastlands.
While City did everything in their power to secure a place in the last 16, United held their fate in their own hands and needed a single point from their trip to Switzerland, but were unable to find a way back into the game after Marco Streller's early goal.
United dominated possession and continually peppered Yann Sommer's goal, but were left to rue a series of wasted chances as they failed to find the net for the first time this season.
The visitors fell behind after nine minutes when Streller capitalised on some hesitation in the United backline after Nemanja Vidic and Chris Smalling collided. With Smalling staying on the ground, Xherdan Shaqiri picked up the ball unchallenged on the left wing, and found Streller, who lashed the ball past David de Gea.
The muddy goal areas appeared to impede the United forwards, and Wayne Rooney missed the ball completely after Nani crossed from the right, and Park Ji-Sung little better with the follow-up.
To compound Sir Alex Ferguson's woe, Nemanja Vidic was stretchered off in the first half after falling awkwardly on his knee. As United pushed forward in search of an all-important equaliser, they left themselves exposed at the back, and Basel doubled their advantage when Shaqiri's cross found Alex Frei, who stooped to nod the ball home from three yards out.
Jones set up a nervous finish at St Jakob-Park, when his rebound effort snuck over the line after Federico Macheda hit the crossbar, but they were unable to find a critical equaliser.
Benfica secured top spot in Group C and joined United's vanquishers Basel in the knockout phase after they overcame Otelul Galati in a hard-fought 1-0 victory at the Estadio da Luz .
Oscar Cardozo scored the only goal of the night for the Portuguese side in the seventh minute with a simple tap-in to deny the Romanians a point in their debut season in the competition.
Meanwhile, Premier League leaders Manchester City had little to celebrate despite a an excellent performance against German giants Bayern Munich, who rested many of their first-choice players with top spot in Group A already secured.
City had the ball in the back of the net after quarter-of-an-hour, but Joleon Lescott was deemed to have impeded Bayern goalkeeper Hans-Jorg Butt after David Silva's free-kick from the right found its way into the top corner.
Silva broke the deadlock after 36 minutes, collecting Edin Dzeko's flick on the edge of the area, and showing superb technique to swivel and drill a low shot past Butt. And having enjoyed much of the possession, City were rewarded with a second goal when Yaya Toure slide home from Dzeko's cross.
But it was all in vain as Napoli progressed at City's expense after the Italian side enjoyed a 2-0 win over Villarreal in Spain. Goals from Gokhan Inler and Marek Hamsik in the last 25 minutes at El Madrigal gave the Azzurri the win they needed to secure second place.
Nerves began to jangle as they failed to find a way through for the first hour. But the Serie A side finally made the breakthrough in the 65th minute thanks to a low strike from Inler and Hamsik soon added a second to complete the job.
In a remarkable turnaround in Group D, Lyon joined group winners Real Madrid in the knockout stages after Bafetimbi Gomis scored four goals in a 7-1 win over Dinamo Zagreb in Croatia.
Lyon had started the night with only a faint hope of qualification as they had to hope Real beat Ajax and that they won in Zagreb with a shift of at least seven goals in their favour.
Ajax's 3-0 home loss to Real Madrid, who finished the group with a 100% record, was only to be expected with two strikes from Jose Callejon sandwiching an effort from Gonzalo Higuain.
If things did not already look bleak for Lyon they got even worse away to Dinamo Zagreb when Mateo Kovacic put the home side ahead on 40 minutes despite, Jerko Leko's early sending-off.
But Lyon responded in emphatic style with Gomis equalising just before half-time and adding three more of his own in the second half, along with strikes from Maxime Gonalons, Lisandro Lopez and Jimmy Briand, to secure qualification.
There were more dramatic scenes in Group B where CSKA Moscow snatched a 2-1 win away to group winners Inter Milan, leapfrogging Trabzonspor and Lille to claim second place.
The Russian side's only hope was that their two group rivals played out a draw while they pulled off an improbable win at the San Siro. Lille and Trabzonspor duly obliged with a cagey 0-0 draw in France.
Seydou Doumbia gave CSKA hope with a 50th-minute opener but Esteban Cambiasso immediately cancelled that out. CSKA's crucial winner came three minutes from time through Vassili Berezoutski.