Cristiano Ronaldo, Karim Benzema and Gareth Bale taught Schalke a lesson when Real Madrid visited Schalke at the same stage in the Champions League last season.
One year later, Schalke hopes it has learned enough to avoid another rout when they meet again on Wednesday.
The three stars produced a stunning attacking performance and each scored a pair of goals as Madrid romped to 6-1 win in Gelsenkirchen and later completed a 9-2 victory on aggregate.
Real Madrid went on to win its 10th title and is seeking to become the first team to retain the Champions League trophy.
Here are some things to know about Wednesday's match.
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LESSON LEARNED?
Schalke is not the same team one year later, starting with coach Roberto Di Matteo. The Italian replaced Jens Keller in October and has shored up the team's defense.
"We can draw from my experience and we want to prove that we are a better team than in the past," said Di Matteo, who won the Champions League in charge of Chelsea in 2012.
During the winter break, Schalke added central defender Matija Nastasic on loan from Manchester City. The team is in fourth place and in competition to reach theChampions League again.
But goalkeeper Fabian Giefer will not be available because of injury and Di Matteo will have to rely on 19-year-old Timon Wellenreuther.
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FINDING THE TARGET
In defense, Schalke looks solid. But it has struggled to convert its chances, especially since striker Klaas-Jan Huntelaar started serving a four-match ban.
But the Dutchman is available for the Champions League and will return against Madrid. He scored Schalke's only goal at home against the Spanish team last season and it was a spectacular volley.
"We play a different system now, we are more stable in the defense," Huntelaar said on Tuesday. "I am eager to play. We have to try to score at home and hope for a good result over two games."
How much Schalke missed Huntelaar was evident in Saturday's 1-0 loss at Eintracht Frankfurt. Schalke dominated the first half, missed several good chances and then fell victim to an opportunistic second-half goal.
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RONALDO STRUGGLING
Schalke is not the only one struggling to score - Cristiano Ronaldo has been held scoreless in Madrid's last three matches, the first time he has gone through such a slump since February 2011.
Ronaldo only has four goals in his last 10 matches, while the Ballon d'Or winner scored 17 in his first 11 league matches.
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PEPE TO THE RESCUE?
Real Madrid's dip in form since the start of 2015 coincides with a spate of injuries to its midfield and defense.
The titleholders have lost James Rodriguez (broken right foot), Luka Modric (left leg), Sergio Ramos (left leg) and Fabio Coentrao (right leg).
But coach Carlo Ancelotti said Tuesday that Pepe will play in Germany, having previously been an injury doubt due to bruised ribs.
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GERMAN CONNECTION
Toni Kroos immediately became a first-choice player for Ancelotti following his move from Bayern Munich last year.
Since then, Kroos has seen both midfield partners Modric and Rodriguez go down with injury, as well as the transformation of Francisco "Isco" Alarcon into a Madrid fan favorite.
But the weight of both helping out in defense and organizing the attack falls on the German.
"Playing in the center of midfield is difficult. You have to be versatile, good with and without the ball, defend well, start attacks and be strong in the challenges. It is a tough position to play in and I am trying to overcome my weaknesses," Kroos said.
Kroos insists Madrid has to respect a Schalke side that many in Spain see as a pushover.
"Schalke are enjoying success in the Bundesliga and with their new manager have become very solid in defense," he said. "We have injuries so this will be a tough challenge, but our aim is to qualify to the next round."
Basel and Porto meet in the Champions League on Wednesday with both aiming for a rare run to the quarterfinals.
Two-time European champion Porto reached the elite eight just once since winning the title in 2004. Basel's only quarter-final appearance was 41 years ago.
Two coaches in their debut Champions League seasons also offer a fresh look to clubs seeking to step up from being group-stage regulars.
Here are some things to know about the only last-16 series not to feature a team from the big three Champions League nations of Spain, England and Germany:
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HOME COMFORTS
Basel likely needs to make home advantage count Wednesday, after making St. Jakob-Park a difficult place to visit for European football's biggest names.
Bayern Munich was beaten 1-0 in the first leg of Basel's only recent last-16 appearance three seasons ago, which ended after a 7-0 rout in the return in Germany.
Basel has also sent past winners Chelsea and Liverpool home with losses since a 2-1 win over Manchester United in December 2011 showed how the perennial Swiss champion had matured on the biggest stage.
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MARKET MOVERS
Though Basel has often sold key players and trusted its ability to quickly find top-quality replacements, its transfer strategy in January was curious.
Two international midfielders - Marcelo Diaz of Chile and Ivory Coast's Geoffroy Serey Die - were sold to German clubs and not replaced, and Ivorian forward Giovanni Sio loaned out. Only Ivorian-Australian leftback Adama Traore was brought in last month.
Basel had already lost a key player for the first-leg match with Switzerland center back Fabian Schaer suspended. Schaer, who is also a goal-scoring threat, got a third yellow card of the group stage late in the 1-1 draw at Liverpool which ensured Basel advanced in December.
The Swiss will look for goals from its top scorer, Albania international Schkelzen Gashi who was named this month as Swiss league player of year for 2014.
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NEW COACHES
Both clubs have been rewarded for trusting relatively untested coaches to lead them this season.
Basel hired former Portugal playmaker Paulo Sousa from Maccabi Tel Aviv after beating the Israeli club last season in both Champions League qualifying and Europa League knockout rounds.
Though Sousa won back-to-back Champions League titles as a player with Juventus and Borussia Dortmund, in 1996 and '97, respectively, his coaching resume was built in the English lower tiers and Hungary.
Porto turned to former goalkeeper Julen Lopetegui after he led Spain to European titles at under-19 and under-21 level.
Lopetegui's previous top-tier club experience had been more than a decade earlier with Rayo Vallecano.
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UNBEATEN RUN
Porto joined select company with its unbeaten run through the group stage: Only Real Madrid - which topped Basel's group - and Chelsea also avoided losing in their six-match pool.
Porto's 16-goal tally was also just one fewer than Chelsea's competition-leading 17. Colombia forward Jackson Martinez scored five times, and Yacine Brahimi four.
Brahimi was recruited after impressing at the World Cup with Algeria. He joined from Spanish club Granada. - one of eight players with Spanish connections added to Lopetegui's squad this season.