AS Roma rallied from two goals down to beat Bayern Munich 3-2 yesterday and take a big step toward advancing from its Champions League group.

Bayern, which had already advanced, got two goals in the first half from Mario Gomez before Roma responded with scores from Marco Borriello, Daniele De Rossi and Francesco Totti in the second half.

Totti sealed the victory with a penalty kick in the 84th minute at the Stadio Olimpico.

Bayern, last season's runner-up, lead Group E with 12 points and Roma are next with nine.

A first-half goal by Federico Almerares lifted Basel to a 1-0 win against Cluj, and virtually assured the Swiss club of third place in Group E.

Almerares struck in the 15th minute, sliding in to shoot past Cluj goalkeeper Nuno Claro from eight meters.

Cluj defender Felice Piccolo was sent off in the 88th minute for pushing Almerares.

Marseille secured a spot in the Champions League knockout round yesterday with a 3-0 win over 10-man Spartak Moscow after goals from Mathieu Valbuena, Loic Remy and Brandao.

Mathieu Valbuena put Marseille in the lead in the 18th minute, scoring from 12 meters into the right upper corner of the net. Remy made it 2-0 with a bit of luck in the 54th and Brandao scored the third 14 minutes later.

The win gives Marseille nine points from five games. Spartak have six with one round remaining but can't overtake the French club because of a worse head-to-head record.

Second-half goals by Daniel Sturridge and Florent Malouda earned Chelsea a 2-1 win over Zilina that secured top spot in Group F of the Champions League but the English champions were given a scare by the unfancied Slovakian side.

Zilina, coming off a tournament-record 7-0 home defeat by Marseille last time out, stunned the home crowd by taking the lead in the 19th minute through Babatounde Bello.

The halftime introduction of Salomon Kalou sparked a young, largely second-string Chelsea team into life and the Ivory Coast forward set up Sturridge's tap-in in the 51st.

Malouda then stretched to guide in Didier Drogba's nod-down to complete the hosts' recovery.

AC Milan secured a spot in the knockout phase of the Champions League with a 2-0 win at Auxerre after second-half goals from Zlatan Ibrahimovic and Ronaldinho.

Milan claimed only its second win in five Champions League matches to have eight points in Group G. It joined Real Madrid in the next round.

With one match left to play, last-place Auxerre has three points, one less than Ajax with both teams eliminated. Madrid tops the group with 13 points.

Ibrahimovic scored his 11th goal in all competition this season with a powerful strike from the edge of the box after Clarence Seedorf's cross for Robinho was deflected in his path in the 64th.

Ronaldinho replaced Ibrahimovic in the 85th and struck with a curled shot at the far post in injury time.

Cristiano Ronaldo took his scoring record for the season to 18 goals in 19 games as Real Madrid hammered Ajax 4-0 to claim top spot in Group G of the Champions League.

Karim Benzema fired into the roof of the net from the edge of area in the 36th after Mesut Ozil skilfully laid the ball into his path, before Alvaro Arbeloa doubled the Spanish side's advantage with a fierce shot in the 44th.

Arbeloa then set up Ronaldo to make it 2-0 with a close-range shot and the Portuguese winger completed the scoring from the spot in the 80th.

Madrid's night was marred when both Xabi Alonso and Sergio Ramos were sent off late in the game after picking up second bookings.

Matheus scored twice in the last seven minutes to give Braga a surprising 2-0 win over Arsenal in the Champions League.

Matheus broke clear on a counterattack in the 84th and left-footed the ball past Lukasz Fabianski, then beat three defenders to score his second in injury time.

Braga's win comes after a 6-0 defeat in London two months ago and denied Arsenal the point it needed to clinch a place in the round of 16 with a game to play.

Arsenal coach Arsene Wenger made seven changes from the team which surrendered a 2-0 lead at home to Tottenham in a Premier League match last weekend but his team still lacked a clinical finish.

Arsenal are level on nine points with Braga in second place in Group H.

Shakhtar Donetsk scored three times within 16 minutes in the second half to beat Partizan Belgrade 3-0 and go top of Group H of the Champions League.

The Ukrainian champions took the lead in the 52nd minute after a corner kick by Jadson found Taras Stepanenko, whose powerful close-range shot went in under the bar.

Jadson made it 2-0 in the 59th on a powerful low shot from within the penalty box after a pass by Darijo Srna.

Only minutes after he came in from the bench, Eduardo netted from close range in the 68th for 3-0.

Shakhtar leads Group H with 12 points from five games, with Arsenal and Braga both on nine with one game to go. Partizan have zero points and will finish last.