London :Big-spending Real Madrid slumped to a 3-2 home loss to AC Milan in the Champions League on Wednesday, while Manchester United and Chelsea registered their third straight wins to move closer to the knockout phase.
Pato's 88th-minute strike clinched the victory that saw Milan topple Madrid from the Group C summit on goal difference following the meeting of the European Cup's two most successful clubs.
Man United also left it late it against CSKA Moscow, with Antonio Valencia scoring in the 86th minute to maintain the English champions' 100 percent record in Group B at the scene of their triumph in the 2008 final.
Chelsea, which lost that Luzhniki Stadium final, coasted to a 4-0 victory over Atletico Madrid after narrow wins in its first two Group D matches.
Atletico's loss at Stamford Bridge rounded off a dismal 24 hours for Spanish clubs in the Champions League, with Sevilla providing La Liga's only positive result at Stuttgart on Tuesday when defending champion Barcelona was beaten by Rubin Kazan.
At the Santiago Bernabeu stadium, Real Madrid _ without injured world player of the year Cristiano Ronaldo _ had made the perfect start when Raul Gonzalez seized on an error by Milan goalkeeper Dida to score after 19 minutes.
But in four second-half minutes, Andrea Pirlo long-range strike and an uncharacteristic error by Madrid goalkeeper Iker Casillas gifted Pato the goal that put Milan 2-1 in front.
While Roysten Drenthe came off Madrid's bench to equalize in the 76th, Pato volleyed Clarence Seedorf's perfectly chipped cross past Casillas with two minutes to go.
"It gives us a lot of strength winning here," said Milan coach Leonardo, whose side is languishing eighth in Serie A.
While Milan and Madrid are level on six points, Marseilles moved above FC Zurich on goal difference by beating the Swiss champions 1-0, with both teams on three points.
A rare goal by defender Gabriel Heinze ended Marseille's run of six straight away losses in the competition.
Man United manager Alex Ferguson rested key players in Moscow due to concerns about the synthetic pitch and with one eye on Sunday's crucial Premier League match at Liverpool.
The victory wasn't clinched until the final minutes when Dimitar Berbatov flicked on Nani's deep cross and Valencia fired across goal from a tight angle into the net.
"The situation in the group is now nine points (from three games). I have always maintained that you need 10 to qualify," Ferguson said. "We now have a home game against CSKA in two or three weeks' time which we hope can take us to the next stage."
United enjoys a five-point lead over Wolfsburg, which held on to draw 0-0 with Besiktas despite having Grafite sent off with some 15 minutes to go.
At Stamford Bridge, Chelsea was able to give its fans plenty to cheer after recent erratic form in the Premier League.
After a tough opening half hour, Salomon Kalou put Chelsea ahead just before half time after connecting with Ashley Cole's cross.
Filling in for his suspended Ivory Coast teammate Didier Drogba, Kalou was then quick off the mark after the break, losing his marker to head in Frank Lampard's corner.
Lampard added the third and Perea headed into his own goal from a curling free kick by Chelsea substitute Florent Malouda.
Chelsea has a three-point lead over FC Porto, which beat Apoel Nicosia 2-1 courtesy of Brazilian striker Hulk's double to leave the Cypriots and Atletico languishing at the bottom of the group on one point.
Bordeaux moved to the top of Group A with a 2-1 victory over Bayern Munich despite missing two penalties and conceding in the sixth minute after Michael Ciani scored an own goal.
But Ciani made up for his mistake by volleying home in the 29th before Bayern midfielder Thomas Muller was sent off after being shown a second yellow card.
Marc Planus put Bordeaux in front after taking advantage of Hamit Altintop's poor clearance to shoot into the far corner. Bayern lost a second player after Daniel Van Buyten was sent off in the closing minutes.
Bordeaux has seven points from three games, while Juventus is second with five points after inflicting a third straight loss on bottom-placed Maccabi Haifa.
Chiellini scored Juventus' winner two minutes into the second half and Haifa's Tiago Dutra was sent off in the 69th for a foul on the Italy defender.