There were no late qualification surprises but, with many teams playing with a new-found freedom, there were some cracking goals, as well as some refereeing controversy. Here's my take on the action.
Group A: Spurs top group, Inter stumble through
IT'S OFFICIAL: Tottenham are the most exciting team to watch in Europe.
Harry Redknapp's side have become the first in the Champions League era to score at least two goals in every group game. It's just as well, because nine of the teams eliminated from the group stage this season conceded less goals than the North Londoners.
All in all, Spurs' six European matches have yielded a ridiculous 29 goals, at an average of just under five per game. Their carefree attacking football has made them compulsive viewing, and they did not disappoint in Holland against FC Twente.
The visitors needed to match Inter Milan's result in order to top the group, and began with an urgency befitting their mission. The early pressure told in the most unexpected of ways when 41-year-old Twente goalkeeper Sander Boschker unleashed a complete air shot when presented with a bobbling back-pass. It was his first ever Champions League game - and almost certain to be his last.
Tottenham had been gifted the lead, but defending is just not in their nature, and more goals were always likely. When Benoit Assou-Ekotto handled in a way reminiscent of Cesc Fabregas in the North London derby a few weeks ago, the Dutch champions had their chance to level. Denny Landzaat was forced to beat Gomes twice, but beat him he did.
Jermaine Defoe's clinical finish after a clever reverse pass from Aaron Lennon briefly restored Spurs' advantage, before Roberto Rosales' flying header pegged them back once more. Defoe gave his side the lead again on the hour mark, but Twente would not be beaten, and a superb free-kick from Nacer Chadli earned them a share of the spoils.
Despite only drawing, Tottenham advance as group winners courtesy of Inter Milan's humiliation in Bremen. Moreover, with the likes of Bale, Modric, Van der Vaart and Defoe in their ranks, the North Londoners will fancy their chances of out-scoring any of their potential opponents in the next round. Sooner or later though, they will have to learn how to defend.
IN GERMANY, Werder Bremen went a long way towards lifting the gloom around a disappointing Champions League campaign with a superb victory over crisis-hit Inter Milan.
A deflected header from Sebastien Prodl, an excellent volley from Marko Arnautovic and a low drive from Claudio Pizarro sealed a 3-0 win for the home side, whose only regret will be that they couldn't have mustered this sort of performance in either match against FC Twente.
For Inter, the result piles more pressure on beleaguered manager Rafa Benitez. It was always an unenviable task to try and follow Jose Mourinho's treble-winning exploits last season, and Benitez's Inter are - almost inevitably - not the same side.
But having fallen ten points behind Serie A leaders AC Milan and with the promise of a tough knockout draw in Europe to come, Benitez is now right up against it.
It is unclear how much time he will get to turn the situation around, but whoever is in charge come February, Inter should not be written out of the Champions League reckoning just yet. They remain one of the strongest sides in Europe, and I seem to remember no one being overly worried about them this time last year...
Group B: Schalke top dogs, Lyon lacklustre
SCHALKE continue to save their best performances for Europe as they recorded an impressive away victory over Benfica to cement their place as winners of Group B.
The German side are hovering just above the relegation zone after 15 games in the Bundesliga, but you wouldn't know it from the way they have seized control of this group after opening day defeat to Lyon. They have improved their chances of a favourable draw in the next round, and will certainly be no pushovers.
Benfica made all the early running but it was the visitors who opened the scoring with their first attack, thanks in no small part to the vision and unselfishness of Raul. Realising that he couldn't go for goal, the wily Spanish poacher instead chested the ball back down to compatriot Jurado, who smashed home.
The Portuguese giants poured forward in search of an equaliser, but it was shoddy defending which extinguished their hopes of a comeback. A corner was inadequately cleared, and the ball was lofted back in to find Benedikt Howedes completely unmarked eight yards from goal. The defender made no mistake. Luisao's header briefly threatened a comeback, but Schalke deservedly held on.
After a promising start, Benfica have been a massive disappointment in this group stage. Their disastrous humiliation in Israel in Week 5 ended all hopes of knockout qualification, and they have only just secured a Europa League place. Major improvements are needed if they are to make the most of their second chance in Europe.
ELSEWHERE IN FRANCE, Lyon and Hapoel Tel Aviv played out an entertaining 2-2 draw, which saw the French side through as runners-up and the Israelis narrowly miss out on depriving Benfica of a Europa League place.
The pick of the action was undoubtedly Hapoel frontman Eran Zahavi scoring one of the goals of this season's tournament - a fantastic bicycle kick which gave Lyon keeper Hugo Lloris no chance and briefly had the Israeli champions dreaming of a famous victory. But French rising star Alexandre Lacazette broke the visitors' hearts with a cool finish two minutes from time after a clever flick from Lisandro Lopez.
Lyon may be safely through to the next round, but Claude Puel will no doubt be frustrated that his team have condemned themselves to a tougher knockout draw after winning each of their first three games. The French giants are yet to hit the heights of last season's European campaign, but now have until February to find their best form.
Group C: United improve, Rangers attack (at last)
MANCHESTER UNITED are still struggling to convert chances into goals in Europe - they've scored just seven goals in six games in the group stage - but showed enough in Tuesday's draw with Valencia to suggest they remain genuine Champions League contenders.
Sir Alex Ferguson's desire to claim the point needed to top Group C was evident in the strong United line-up which he fielded, but the hosts still struggled to capitalise on their dominance over a Valencia side devoid of Juan Mata and Roberto Soldado. Despite producing several clear-cut chances in the first half, United could not find a way past the impressive Vicente Guaita in the Valencia goal.
They were made to pay for their profligacy on the half-hour mark: Michael Carrick, a resurgent figure of late, exposed his back four with a terrible pass, Alejandro Dominguez showed great vision to find Pablo Hernandez, and the winger slammed the ball through the legs of stand-in United keeper Ben Amos.
The Spaniards may have seized the advantage, but United's fluid attacking link-up play was causing them problems. Dimitar Berbatov missed a host of presentable chances, and Wayne Rooney - looking sharper with every passing game - rattled the crossbar with a sensational 25-yard curler.
It seemed almost inevitable that the hosts would draw level, but when the equaliser finally came, it did so from an unlikely source. Guaita forgot the first rule of goalkeeping when he parried a fierce Park Ji-Sung effort straight back into danger, and the lively Anderson slotted home only his second United goal.
The result means that United finish as group winners, and thus will avoid the much-feared duo of Barcelona and Real Madrid in the next round. Valencia may face harder opposition, but their attacking threat ensures they will be a handful for anyone.
IN TURKEY, Rangers adopted a more attacking mentality against Group C whipping boys Bursaspor - I counted as many as three blue shirts in the opposition half at one stage - but were unable to end a respectable Champions League campaign with a win.
Kenny Miller gave the Scots the lead with a fierce left-footed strike twenty minutes in, and Walter Smith's side then predictably camped on the edge of their own penalty area and challenged the hosts to break them down.
Surprisingly, they did. With ten minutes left, Ozan Ipek's cross from the left-hand side evaded everyone except Sercan Yildirim, whose deft first touch afforded him all the time in the world to slot the ball past Allan McGregor in the Rangers goal.
Yildirim's goal gave Bursaspor their first ever Champions League point at the sixth attempt, but it almost got even better. Yildirim appeared to be possessed by the spirit of Samir Nasri as he brilliantly jinked his way through the visiting defence late on, but then the spirit of Ade Akinbiyi took over as he completely fluffed his finish.
Rangers will be pleased to secure their place in the Europa League despite only scoring three goals in six games, but it's difficult to see them making any sort of an impact in the competition unless they find the net more regularly. Bursaspor, I think, will just be pleased it's all over.
Group D: Barca's kids deliver, Copenhagen blaze trail
IN BARCELONA, it was La Masia - 2, Rubin Kazan - 0, as the Catalan giants' youngsters took full advantage of their opportunity to wreck the Russians' outside hopes of qualification for the knockout stages.
It may have been an unfamiliar line-up which took to the field at the Nou Camp on Tuesday evening, but the Barca faithful were treated to a similarly virtuoso display by their young guns.
Spurred on by the hugely impressive Thiago Alcantara, the Catalans predictably dominated possession and relentlessly probed for an opening. When it finally came in the second half, there was a slice of fortune involved - Andreu Fontas' toe poke took a heavy deflection as it wrong-footed Rubin keeper Vitali Kaleshin, after good work from Thiago on the right.
Lionel Messi was greeted with a rapturous reception when he was introduced in the second half, but once the night did not belong to the little Argentine, or indeed to any of Barca's established stars. Victory was finally assured when Victor Vasquez latched onto an Adriano (not that one) through pass and curled the ball beyond Kaleshin.
That Barcelona could field so many youngsters and still beat the Russian champions so comfortably is yet another ominous signal to the footballing world that this is the team to beat - or rather, to avoid.
Rubin, having failed to achieve their target of a place in the knockout stages, will now look for better times in the Europa League.
IN DENMARK, FC Copenhagen comfortably brushed aside a poor Panathinaikos to deservedly become the first Danish side ever to reach the Champions League knockout stages.
The hosts knew that a home win would be good enough no matter how Rubin fared in Spain, and Martin Vimgaard got the party started midway through the first half with a well struck half-volley from just outside the area.
Chelsea's former flying winger Jesper Gronkjaer may not 'fly' quite so much any more, at the grand old age of 33, but the wily operator used all of his experience five minutes after the interval to tempt Nikolos Spyropoulos into a clumsy challenge in the penalty area. He then got up, dusted himself down, and doubled the Danes' advantage.
Panathinaikos have offered almost nothing to this season's Champions League, and their humiliation was complete when captain Djibril Cisse (yes, that one) flicked a Vimgaard corner into his own net. If the former Liverpool man had shown those kind of predatory instincts at the right end over the last six games, the Greeks might have managed more than a pitiful two goals.
Cedric Kante's injury-time header gave the visitors a consolation they didn't deserve, but it was all academic. Copenhagen are into the knockout stages, and will proudly embrace the tag of the big guns' favoured draw.
Group E: Bayern ruthless, Roma progress
WHAT IS IT about German sides struggling in the Bundesliga but raising their game for the Champions League?
Bayern Munich's domestic form may not be quite as horrendous as Schalke's, but last season's European finalists have made light work of Group E despite rarely finding their best form this term. Louis Van Gaal's men swept aside FC Basel to end the Swiss side's admittedly optimistic hopes of pipping Roma to the runner-up spot.
If Bayern are indeed using Europe to exorcise their domestic demons, then the return to scoring form of Franck Ribery will surely come as an added bonus.
The winger scored two goals - the first after good work from rising star Diego Contento, the second from Thomas Muller's low cross - to trouble the scoresheet for the first time since August. In between the two, Anatoliy Tymoschuk had tapped home from all of two yards after Mario Gomez had flicked on a Toni Kroos corner.
Bayern can now devote all their attentions towards trying to make up a titanic 17 point deficit to runaway Bundesliga leaders Borussia Dortmund until continental battle resumes in February. When it does, Bayern will have to be seen as legitimate contenders for the tournament which they lost in the final back in May.
FC Basel have given a good account of themselves in Group E, and can take comfort in the fact that their Europa League fate was sealed whatever the result in Munich, by Roma gaining a point from their clash with CFR Cluj.
CLAUDIO RANIERI'S SIDE forced a typically turbulent passage into the knockout stages in Romania, spurning a number of clear-cut chances to extend their lead beyond Marco Borriello's well taken opener before being pegged back by Lacina Traore's powerful header two minutes from time.
Roma, with the likes of Borriello, Menez, Taddei and Totti, have the attacking talent to upset any of Europe's big guns on their day. But they have suffered as a result of their worrying generosity in defence, and this is the problem which Ranieri must fix before February, lest the first knockout round become the limit of their progress.
Group F: Chelsea struggle, Spartak kick off
WITH A CRUCIAL PERIOD of the Premier League season approaching, Chelsea appear to have collectively forgotten how to play football.
The Blues travelled to Marseille having recorded only two wins in seven games, and another lifeless and nervy display was punished on Wednesday night.
Before the match, the big story was Didier Drogba's return to the club where he is still considered a legend. But judging by his listless performance, it seemed that the Ivorian was either distracted by his hero's welcome or unwilling to hurt his former side by affecting the game. He was removed just after the hour mark, probably with one eye on Sunday's crucial London derby with Tottenham.
Carlo Ancelotti's aim in fielding close to his strongest side for an ostensibly meaningless match was clearly to try and allow his best players to play their way into form in time for the big games to come. It didn't work.
Chelsea showed little or no improvement from recent setbacks against Sunderland, Newcastle and Everton. Their ponderous and predictable movement caused the Marseille defence few problems, save for a couple of inexplicably rash challenges by Souleymane Diawara which should have merited penalties.
That 17-year-old Josh McEachran was the Blues' stand-out performer says just as much about the English champions' current struggles as it does about the young midfielder's considerable potential.
The only other silver lining is that, with top spot already assured, Brandao's deserved late winner for Marseille has done nothing to hurt Chelsea's chances of success in Europe's premier club competition.
They can now turn their attention to arresting their current domestic slump, and should be a thoroughly different proposition come February.
IN SLOVAKIA, a match which was as pointless as MSK Zilina are in Group F was disrupted by crowd trouble before Spartak Moscow did enough to bow out of the Champions League with a win.
Zilina, to put it mildly, have found it extremely tough going in Europe this season, and once again found themselves under pressure against their Russian visitors. But Spartak failed to make the most of their dominance, and were punished when Tomas Majtan rose unchallenged to head past a stranded Andriy Dykan.
The Russians soon composed themselves, however, and Alex broke the Zilina offside trap far too easily to slot home the equaliser. Then, on the hour mark, the Spartak captain turned provider, his pinpoint low cross giving Ibson an easy finish.
The rest of the match passed largely without incident, save for the moment when Ibson wildly lunged in at Emil Rilke and attempted to deprive him of any future children by plunging his studs into the Zilina substitute's manhood. He was rightly dismissed.
Spartak will rue their collapse at home to Marseille, but have a chance to redeem themselves in the Europa League.
Group G: Benzema runs riot, AC Milan stunned
REAL MADRID unsurprisingly didn't miss any of their suspended players as they destroyed Auxerre in another of Wednesday evening's more pointless matches.
In the absence of the injured Gonzalo Higuain, it was Karim Benzema who stole the show for the hosts with a lethal hat-trick.
The Frenchman opened the scoring twelve minutes in with a close-range diving header after Cristiano Ronaldo earned himself a yard of space with a trademark step-over and clipped in an inviting cross.
Ronaldo himself doubled the hosts' advantage just after the interval with a powerful finish after a great driving run and an even better pass by Marcelo. He's a really good player - just not at left-back.
As the visitors began to tire, Benzema's night got even better. He doubled his own tally with just under twenty minutes to go, a clinical left-footed finish beating Olivier Sorin after Lassana Diarra had found him with a well-timed ball over the top.
And two minutes from time, Real's irrepressible frontman sealed his first hat-trick for nearly three years, at the expense of Sorin's pride. Benzema pounced on a wayward pass from the Auxerre stopper but still had a tight angle to negotiate. He did it with style - sending a beautiful lob over the stranded keeper and into the far corner.
The convincing nature of Madrid's win, coupled with the fact that they will have the likes of Xabi Alonso, Sergio Ramos and Gonzalo Higuain available for selection in the knockout stages, reasserts the fact that, despite their El Clasico humiliation, no one will want to draw Jose Mourinho's star-studded team in the next round.
IN ITALY, Ajax managed their first ever win over AC Milan at the San Siro just 24 hours after losing manager Martin Jol, but it all came too late to steal a place in the knockout stages.
Caretaker coach Franck De Boer had said he wanted Ajax to "rediscover the joy of playing" prior to the match, and Ajax rose spectacularly to this challenge.
They dominated their more glamorous hosts throughout, and deservedly took the lead just before the hour mark when Demy De Zeeuw pounced upon Siem De Jong's blocked shot to fire low into the corner from the edge of the area.
If the first goal was an impressive strike, even better was to come. Luis Suarez's fine jinking run on the left flank beat three Milan players and his pass found Toby Alderweireld on the edge of the area. The big centre-half unleashed a first-time rocket which bulged the top corner and left keeper Marco Amelia open-mouthed in shock.
Any assessment of Milan's lazy display must be tempered by the fact that their passage to the knockout stages was already assured. But the fact remains that they are an aged team with an expensively-assembled attack which consists of temperamental players (i.e. prima donnas).
Tottenham, Manchester United and Chelsea are potential opponents in the next round. Based on the Serie A leaders' performances so far in the Champions League, any of these English sides would fancy their chances.
Group H: Arsenal ease through, Shakhtar make history
ARSENAL'S situation coming into Week 6 was never as dangerous as it seemed on paper. Sure, they needed a win to guarantee qualification, but with their final match against Group H minnows Partizan Belgrade at the Eimrates, it was always more than likely.
So it proved. It wasn't the most fluent Arsenal performance of the season, but Arsene Wenger's side got the job done against very limited opposition.
After an uncertain start, stand-in captain Robin Van Persie went down, shall we say, a little easily in the box after being clipped by Marko Jovanovic. Once the penalty was awarded, the Dutchman buried it with aplomb to ease the nerves of the home crowd.
At the promptings of the sublime Samir Nasri, who appears to have emerged from the shadow of Cesc Fabregas to establish himself as a world-class talent in his own right, Arsenal produced several chances to finish the game at 1-0.
They did not, and were made to pay in the 52 minute when Cleo's tame effort was deflected over Lukasz Fabianski by Sebastien Squillaci. For a brief moment, with Braga drawing with Shakhtar, the unthinkable appeared possible.
But with just under twenty minutes remaining, such fears were put to rest. Theo Walcott controlled a wayward defensive clearance in the Partizan area and half-volleyed the ball into the far corner. Four minutes later, Nasri himself made the game safe with some sublime footwork and a low left-footed drive.
Arsenal are into the next round, but have been far from convincing in what appeared a relatively straightforward group. Their runner-up finish means they can draw either Real Madrid or last season's tormentors Barcelona. Arsene Wenger has said he doesn't fear the Catalan giants. I fear he should.
IN THE UKRAINE, Shakhtar ensured that their first ever progression to the Champions League knockout stages has come as group winners, with a solid win over a spirited Braga side.
The visitors' stubborn defence frustrated the Ukrainian champions for long periods, but their resistance was finally broken by an excellent strike from rampaging left-back Razvan Rat with twelve minutes to go. Suitably buoyed by going ahead, Shakhtar made the game safe five minutes later when Luiz Adriano tapped home Rat's cross.
Shakhtar have made lightning progress since winning the UEFA Cup two years ago, and fully deserve to top Group H. And with their formidable home record, it is unlikely that any of Europe's elite will view them as an easy option.
