No real surprises last night, as pretty much all the games went to form.
Standard Liege – conquerors of last season’s winners Genoa in the 1st Round – lost to previous champions Atletico Madrid 1-0.
1st Round Old Lady muggers River Plate took previous champions Manchester City to Fictional Extra Time, but lost 3-2.
Spartak held Roma over 90 minutes, but conceded three in FET.
| Bayer Leverkusen | 0 | – | 3 | Flamengo | Overage players |
| FK Partizan | 3 | – | 2 | ACF Fiorentina | |
| FC Augsburg | 0 | – | 3 | Paris Saint-Germain | Overage players |
| Sunderland | 2 | – | 3 | Stoke City | |
| SSC Napoli | 0 | – | 3 | Dynamo Moskva | Overage sub |
| Rubin Kazan | 3 | – | 0 | Villarreal | Overage players |
| Chelsea | 2 | – | 1 | Ajax | |
| Manchester City | 3 | – | 2 | River Plate | AFET |
| Atletico Madrid | 1 | – | 0 | Standard Liege | |
| Newcastle United | 0 | – | 4 | SL Benfica | |
| FC Schalke 04 | 0 | – | 3 | Levante | Overage players |
| Aston Villa | 4 | – | 0 | Zenit Saint Petersburg | |
| Hellas Verona | 1 | – | 0 | Werder Bremen | |
| AS Roma | 5 | – | 2 | Spartak Moskva | AFET |
| RSC Anderlecht | 3 | – | 0 | Galatasaray | Overage players |
| FC Porto | 2 | – | 0 | Lokomotiv Moskva |
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