Manchester City produced a stunning comeback to beat defending champions Bayern Munich at the Allianz Arena.
Manuel Pellegrini's men trailed 2-0 inside 12 minutes to goals from Thomas Muller and Mario Gotze - but goals from David Silva, Aleksandar Kolarov (penalty) and James Milner enabled City to come from behind and win the Group D clash.
Both sides had ensured qualification for the knockout stage before kick-off and Pellegrini admitted pre-match he was preparing for the contest with Saturday's home match against Barclays Premier League leaders Arsenal also in mind.
His selection reflected that, with the adjustments from Saturday's 1-1 draw at Southampton seeing the likes of Samir Nasri, Sergio Aguero, Alvaro Negredo and Vincent Kompany drop out along with the suspended Yaya Toure.
Goalkeeper Costel Pantilimon was replaced by Joe Hart, who was making only his second appearance in 10 Blues games, while Edin Dzeko, the fit-again Silva, Javi Garcia and Joleon Lescott were among those to return.
Bayern made just two alterations from the team which defeated Werder Bremen 7-0.
"It was a terrible start and we gave away sloppy goals," said Milner. "But to go to a place like this and go 2-0 down and then come back and win shows the character in this dressing-room.
"It was not enough to win the group but it shows the type of performance we need in the next round. We can come to a place like this and score goals. It will give us a lot of belief."
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