Manchester United turned on the style in brilliant fashion to qualify for the last 16, as Bayern Munich set a new Champions League record for consecutive wins.
Real Madrid and Paris Saint-Germain also sealed their places in the knockout rounds, while Juventus brought their hopes of qualification back on course with a 3-1 result over FC Copenhagen.
In Germany, it was all about a rampant United as they thrashed a Leverkusen side, brimming with confidence and second in the Bundesliga, ahead of Borussia Dortmund, 5-0.
Antonio Valencia opened the scoring in the 22nd minute, finishing off a flowing United move, seen so rarely this season, with Shinji Kagawa, back revelling in his favourite No. 10 role, Ryan Giggs, 40-years-young, and Wayne Rooney, in prime form, all playing a part in the build-up.
Rooney created the second goal as well, buzzing in a freekick which Leverkusen's Emir Spahic turned into his own net on the half hour.
The England man just would not stop tormenting the Leverkusen defence, with United's third goal, in the 66th minute, coming via Jonny Evans after the defender pounced on a rebound from a Rooney strike.
Kagawa and Rooney combined for the fourth United goal with the latter picking up yet another assist and Chris Smalling the beneficiary. Nani rounded off an incredibly impressive night for United two minutes from time to send the Premier League champs through.
The win means United are top with 11 points from five games, while Shakhtar Donetsk climbed above Leverkusen to second on eight points, a point above the Germans, courtesy their own thumping 4-0 win over Real Sociedad.
It looks like the result between United and Shakhtar in the final group game at Old Trafford will decide top place. Leverkusen, of course, still have a chance and need to win against Real Sociedad and hope United do them a favour.
In Group B, Real Madrid romped to top place with an authoritative 4-1 win over Galatasaray, that too, despite having Sergio Ramos sent off early in the first half.
The Spanish defender saw red flashing at him in the 26th minute, but all that seemed to do was increase Real's charge at the Bernabeu. Gareth Bale, in the absence of Ronaldo due to injury, took centre stage, scoring the opener in the 37th minute.
Umut Bulut brought Galatasaray back into the tie soon after, only for Alvaro Arbeloa, Angel Di Maria and Isco to net in the second half to complete a convincing win with ten men.
In the other group game, Juventus, bottom at the start of the night, climbed to second thanks to a 3-1 win over Copenhagen. Arturo Vidal was the hero, scoring a hat-trick, two of them penalties, as the Italians moved into pole position to finish second in the group.
Group C witnessed PSG secure qualification and top spot with goals from Zlatan Ibrahimovic, in his 100th Champions League appearance, and Edinson Cavani, right at the death, giving the French champions a 2-1 victory over Olympiakos.
Benfica pulled level with Olympiakos after a 3-2 win over Anderlecht, which means the final matchday will be a fight between the two sides to qualify second from the group. Benfica host PSG in their final group game, while Olympiakos entertain bottom side Anderlecht.
There wasn't too much drama in Group D, with the two qualifiers already decided, but there was a new record set by the seemingly unstoppable Bayern Munich.
The German champions, title holders of the Champions League, defeated CSKA Moscow 3-1 in Russia to complete their 10th consecutive Champions League victory, overhauling the mark of nine straight wins set by Barcelona in the 2002/03 season.
Manchester City also picked up all three points with a 4-2 result against Viktoria Plzen at the Etihad and top place in Group D will be decided on the final matchday with Bayern, three points clear of City at the moment, hosting the Premier League side.
Results: Group A: Bayer Leverkusen 0-5 Manchester United; Shakhtar Donetsk 4-0 Real Sociedad. Group B: Real Madrid 4-1 Galatasaray; Juventus 3-1 FC Copenhagen. Group C: PSG 2-1 Olympiakos; Benfica 3-2 Anderlecht. Group D: CSKA Moscow 1-3 Bayern Munich; Manchester City 4-2 Viktoria Plzen.
