Borussia Dortmund travelled to the Bernabeu to take on giants Real Madrid in poor league form but enjoying a buoyant European campaign.
They were expected to suffer their first loss in the competition to Jose Mourinho's galacticos but were denied an upset by Mesut Ozil's late free kick.
Jurgen Klopp's men had gone in 2-1 ahead at the break thanks to some swift counter-attacking football, with Marco Reus and an Alvaro Arbeloa own goal giving BVB the lead.
Read how it all unfolded in our minute-by-minute live coverage below.
Evening all! Tonight's clash should be a real corker as Madrid look to avenge the defeat in Dortmund against a side that have been so impressive in Europe this season.
TEAM NEWS JUST IN!
Casillas; Varane, Pepe, Ramos, Arbeloa; Ozil, Alonso, Modric, Di Maria; Ronaldo; Higuain
Weidenfeller; Piszczek, Subotic, Hummels, Schmelzer; Kehl, Gundogan; Gotze, Reus, Grosskreutz; Lewandowski
So, Gonzalo Higuain leads the line for the home side ahead of Karim Benzema, with former Premier League duo Xabi Alonso and Luka Modric in the middle of midfield.
For the visitors, Jurgen Klopp names an expected starting lineup that prolific frontman Robert Lewandowski will spearhead.
At the weekend Madrid saw off Zaragoza while Dortmund's stuttering start to the season continued as they were held by Stuttgart.
Neither side, who both won their domestic titles last term, is having it all their own way in the league this season. Madrid are third in La Liga, eight points adrift of Barcelona. Dortmund, meanwhile, are a whopping 11 points behind Bayern Munich in the Bundesliga.
The other two sides in Group D, Ajax and Manchester City, go head-to-head at the Etihad Stadium with City in need of a win to have any hope of progressing to the knockout stage.
Incidentally, if Dortmund pull off a shock at the Bernabeu then Jurgen Klopp's men will secure a place in the last 16.
You can follow our live coverage of City's match against Ajax by clicking here.
We also have live text updates of Arsenal's trip to Schalke in Group B. Find that here.
Madrid coach Jose Mourinho has been full of praise for his opponents tonight: "I'm worried about the whole Borussia Dortmund team.
"It is no coincidence that they have won the last two league titles in Germany or that they are top of the most difficult group in this season's UEFA Champions League.
"They are a very strong team with very physical, quick players. If they reach the next round they will be candidates to win the trophy."
"It is no coincidence that they have won the last two league titles in Germany or that they are top of the most difficult group in this season's UEFA Champions League.
"They are a very strong team with very physical, quick players. If they reach the next round they will be candidates to win the trophy."
Mourinho's opposite number Klopp insists not to judge his side on their league position: "I like the Santiago Bernabeu and I am hoping to enjoy the atmosphere around the match. I hope we can match our surroundings.
"I haven't thought about who is going to win the UEFA Champions League, but I think about who is doing things well in our group. Every team in this competition could win the trophy.
"We are taking it step by step. We are not as bad as the Bundesliga table suggests but we have been more efficient in the UEFA Champions League."
"I haven't thought about who is going to win the UEFA Champions League, but I think about who is doing things well in our group. Every team in this competition could win the trophy.
"We are taking it step by step. We are not as bad as the Bundesliga table suggests but we have been more efficient in the UEFA Champions League."
Apologies, everything may have just gone italic so if you manually refresh all will be well again.
Looking at Group D ahead of tonight's game, Dortmund lead the way on seven points with Madrid just one behind in second. Ajax have three thanks to their 3-1 triumph over City, who are rockbottom on a single point.
Back to the teams and Mourinho is unable to call upon Karim Benzema because of a thigh problem and is also without left-backs Marcelo and Fabio Coentrao. Alvaro Arbeloa has to fill in on the left of defence, with Sergio Ramos moving to right-back and youngster Raphael Varane joining Pepe at centre-half.
Dortmund's defensive midfielder and captain Sebastian Kehl has just about made the trip to the Spanish capital and may wear a face mask to protect his nose.
Just eight minutes until the off!
If you're also a tennis fan you can follow our text updates from the fourth and final match of the first-round of fixtures at the ATP World Tour finals between David Ferrer and Juan Martin del Potro by clicking here.
If you do have an interest in the Champions League away from the game at the Bernabeu, I'll keep you updated with the big goals as they go in. Don't you worry.
Tonight's referee is Cuneyt Cakir from Turkey. Dortmund will kick off the match.
We're underway in the Spanish capital.
CHANCE! Early opening for the hosts as a long punt from Di Maria finds Higuain but his first touch lets him down and Weidenfeller is able to clear.
Lewandowski breaks clear down the left but can't find a yellow-and-black shirt with the cutback.
Reus tries to break through the Madrid backline but he's brought to a halt by Pepe. Gentle opening to this one.
CHANCE! Huge, huge opportunity for Dortmund! Reus frees left-back Schmelzer in the area but his shot is kept out by the foot of Casillas before Lewandowski blazes over.
A minute later and the German club are pouring forward again but it doesn't result in a clear-cut chance.
Goal in Manchester! And it's City who are behind as Siem de Jong clips over Joe Hart from a tight angle.
Schmelzer is late on Di Maria but that's just awful simulation from the Argentinian who rolls over-and-over to show that he was fouled. OTT.
Kehl barges Ronaldo down as he looked for a one-two and Madrid have a free kick 40 yards out but Alonso's delivery comes to nothing.
SAVE! Gotze sprints clear down the left and does a couple of stepovers before feeding Grosskreutz, whose swerving shot is just about beaten away by Casillas. Almost crept past the Real skipper's gloves.
Ozil tries to feed Ronaldo but the pass is well read by Hummels.
Dortmund are really harassing Ronaldo when he's on the ball and the Portuguese superstar is getting a little irked. Cheer up.
Goal in Manchester! Dear, dear me! City are two down as De Jong makes the most of more slack City marking at a corner.
Goal at Schalke and it's Arsenal who have taken the lead as Theo Walcott pounces on a loose ball after Olivier Giroud fluffed a one-on-one opportunity.
There's plenty of goals elsewhere as well, with PSG, Anderlecht and Olympiakos all taking early leads.
Back to the Bernabeu and we haven't seen much from Madrid so far. Ozil is the latest to have a run at the yellow-and-black defence but he's also crowded out. The best chances have definitely fallen Borussia's way.
CHANCE! Just as I say that, Real have a great opportunity. Higuain beats the offside trap and lofts into a free Ronaldo but he heads well wide. The number seven is angry with Higuain though because he didn't play it along the floor.
Another goal in Manchester! City have one back as Yaya Toure acrobatically smashes home a volley from close range. Ajax still lead 2-1.
Higuain looks to be struggling with a hamstring problem and Madrid don't have any out-and-out forwards on the bench. Ronaldo could certainly go and lead the line though.
Goal in Germany! Arsenal are now 2-0 up on Schalke as Giroud ghosts in and heads home Lukas Podolski's centre.
GOAL! DORTMUND TAKE THE LEAD! MARCO REUS!
Some goal, that. Lewandowski nods the ball into Reus and the German international wastes no time in lashing a volley goalwards that beats Casillas's left hand at his near post. You'd have to say that BVB deserve that.
So, the two games in this group aren't going as expected with City losing 2-1 to Ajax and Dortmund now ahead in Madrid.
It's remarkable how fragile Madrid look at the back. Gotze is afforded plenty of space in 'the hole' and he almost finds Lewandowski with a through ball.
Ronaldo's having a bit of a stinker so far tonight. He tracks down a ball on the left touchline but his cross is too strong for everyone and bounces harmlessly out of play.
GOAL! REAL EQUALISE! PEPE!
We're back level thanks to the head of the Portuguese centre-back. Varane wins the ball on the edge of the area and Ozil's deep cross finds the forehead of Pepe who bullets a header that Weidenfeller can only help on its way. 1-1.
A subdued Bernabeu is now a surging Bernabeu after the equaliser. Will we go in level at the break?
CHANCE! Alonso curls a free kick into the perfect area between defence and goalkeeper but Ramos and Higuain fall over each other in trying to head it goalwards.
Dortmund still look dangerous on the counter, however, and this time it's Gundogan who is given space outside the area but can't find either side of Casillas.
Lewandowski really is a handful for defenders. The Polish striker outmuscles Varane and heads down for Gundogan but he is flagged offside.
CHANCES AT BOTH ENDS! Gundogan breaks free and finds Gotze with a through pass but the ball is taken off his toes at the final moment. Madrid then lump forward for Ronaldo who looks to be in on goal before Schmelzer comes across and outmuscles the number seven.
GOAL! DORTMUND RETAKE THE LEAD! GOTZE!
Unbelievable. Madrid's defending is more than suspect. A long ball is won by Lewandowski, who flicks on to Grosskreutz. The winger has been left by Ramos and he lobs over for Gotze who holds off the challenge of Arbeloa before dinking over Casillas. Great finish.
Real 1-2 Dortmund
Wowee, what a half of football.
First booking of the night for Grosskreutz as he comes in late on Ramos. Free kick about 35 yards out for Madrid.
Goal in Germany! Arsenal can't take their 2-0 lead to the dressing room as Santi Cazorla is dispossessed before Lewis Holtby feeds Klaas-Jan Huntelaar and the Dutchman fizzes low into the corner.
There's no doubt Dortmund deserve their lead but Madrid have certainly not helped themselves. Both Borussia goals have come from Real defenders not being goalside of their man. Standard football basics.
If you've just joined us, click here to read our half-time report from the madness in Madrid.
That means that in all three of our feature games the away side is winning 2-1. Imagine having an accumulator on that!
There's also plenty of games in the Championship tonight. Is your team in action? Read our half-time reports here.
Second half is about to get underway at the Bernabeu and Madrid have made a pair changes.
Callejon is on for the struggling Higuain and Essien is on for Modric.
Ronaldo moves inside to spearhead the attack while Modric's withdrawal could be because Mourinho wants a bit more muscle and energy in midfield.
DISALLOWED GOAL!
Callejon almost makes an instant impact as he is played in on goal and finishes off-the-post. However, the linesman raised his flag at the very last moment.
JUST WIDE! Alonso fires in a pass to Callejon, whose first touch is exquisite before spinning and drilling just past the post. He's made a real difference already.
Replays indicate that Callejon may have just been onside at the start of the half.
Ronaldo's night doesn't improve as he slices high and wide from the edge of the area.
Madrid have started the second 45 much the stronger but Dortmund could easily nick another goal on the counter. Mark my words.
There's not much appeal from the Dortmund players but I think Reus has got a great shout for a penalty there as Alonso knocks him off-balance in the area.
CORRECTION! Dortmund's second goal has been changed to an Arbeloa own goal. Unfortunate for Mr Gotze.
Alonso clips it into the area and Ramos and Pepe clash heads as they both go for the ball. Nasty.
CHANCE! Callejon is certainly playing 'between the lines' and he's found with a through ball but can't beat Weidenfeller.
Yellow card for Hummels because of a cynical slide tackle on Ronaldo.
Goodness me that's risky play from Casillas. He comes out of his area to deal with a through pass and is almost dispossessed by Lewandowski.
Goal in Germany and Schalke have pulled it back to 2-2 against Arsenal as Jefferson Farfan finds the net from a tight angle with a little help from Laurent Koscielny.
Ramos attempts a speculative volley and fluffs his line as the ball almost goes out for a throw-in.
That's just dreadful from Di Maria. The Argentinian latches on to a loose ball and should slide in Callejon but instead goes for the spectacular and finds row Z.
Change for Dortmund as Sven Bender takes the place of Reus. Certainly a defensive move, that one.
Goal in Manchester! City have also drawn level as Sergio Aguero finds the corner from Mario Balotelli's flick-on.
Super play from Essien almost results in a free shot for Di Maria but Gotze just pokes out for a corner.
Substitution for Madrid as Kaka comes on for Arbeloa. A full-back for an attacking midfielder, eh?
CHANCE! What a save from Weidenfeller. The ball is cut back to Ronaldo and his near-post effort is kept out before Kaka appeals for a penalty. Tough call that one. I'm not sure.
Ivan Perisic comes on for the impressive Gundogan.
If Dortmund hold out here and City turn it around against Ajax then City vs. Madrid will be some game.
CHANCE! Oh my! Ozil curls over and Ronaldo can't get enough on it before Di Maria misses at the back post.
Callejon is found with a sublime through ball by Ronaldo but the young Spaniard was offside. Madrid and Mourinho running out of time here.
OFF THE LINE! Ronaldo cuts back for Di Maria who in turn squeezes through for Callejon in a crowded penalty area. The youngster's shot dribbles towards goal but there's Grosskreutz to hoof clear.
CHANCE! First, Ronaldo has a free-kick attempt but finds the wall before Pepe is found at the back post but can't make proper contact.
Another free kick in a dangerous position. Mr Ronaldo...
GOAL! MADRID EQUALISE! OZIL!
It's not Ronaldo but Ozil! The German curls over the wall and it hits the foot of the post before going in. Weidenfeller should have done so much more though and I think he actually thought it was going wide. Poor goalkeeping.
Dortmund aren't out of this though. They have a corner.
CHANCE! Dortmund almost steal it as Leitner's delivery is headed towards Subotic but he can't get any purchase on the ball.
Real 2-2 Dortmund
Wonderful, wonderful game of football at the Bernabeu.
Madrid were the far better side in the second period but Dortmund's wonderful European campaign goes on. They were superb in the opening half.
In summary, Dortmund went in at the break 2-1 ahead thanks to a Reus volley and Arbeloa own goal before Madrid bombarded the Borussia goal in the second 45 and were rewarded when Ozil's free kick crept in at the near post when Weidenfeller should have done so much better.
That's it from us this evening, thanks for joining Sports Mole. Look out for our match analysis that will be up on site in around half an hour's time. Good night!
