Headers from Lucy Bronze and Sam Kerr lifted Chelsea to a 2-1 win at two-time Champions League winners Wolfsburg to take third place behind Barcelona and OL Lyonnes, after Alexandra Popp had given Wolfsburg the lead.
- UWCL grades for every team: Leuven get A ; Barça an A-, PSG fail
Chelsea became the first English team to win at Wolfsburg in the competition, something Bronze called "a good record to have finally cracked." Kerr's header made her the second Chelsea player to score 20 career goals in the Champions League and the first Australian to achieve the feat.
"It was definitely a tough game today," Bronze said. "It was probably one of our hardest in the Champions League."
Bayern cruised to a 3-0 win over Norway's Valerenga to claim the fourth and last direct quarterfinal place and dodge the playoff round. That had seemed unlikely in October, when Bayern started the league phase with a 7-1 loss to Barcelona.
Bayern's big win was only enough for the top four because Juventus and Real Madrid both slipped up and head to the playoff round.
Real Madrid needed Sara Däbritz's goal deep into stoppage time for a 1-1 draw at Twente and finish seventh. Jess Park lofted the ball over the goalkeeper to score the only goal as Manchester United beat Juventus 1-0 to move up to sixth and deny the Italian team, now eighth, a quarterfinal spot.
That sets up some challenging playoff games in February, as either Madrid or Juventus will play either Wolfsburg or Paris FC. The draw is Thursday.
Defending champions Arsenal couldn't secure a direct quarterfinal spot but did get a more favorable seeding for the playoffs in fifth with a 3-0 win over Belgium's OH Leuven, who still progressed to the playoffs in 12th thanks to Valerenga's loss.
Canadian forward Olivia Smith scored her first career Champions League goal on the rebound off her own shot to give Arsenal the lead and Beth Mead made it 2-0 with a curled left-foot shot. Arsenal or United can be drawn against Leuven or Atlético Madrid in February's playoffs.
Barcelona and OL Lyonnes were all but assured of advancing as the top two and ended the league phase with wins.
Vicky López and Caroline Graham Hansen scored smart solo goals for Barcelona in their 2-0 win over Paris FC, while Lyonnes profited from Atlético's mistakes in a 4-0 win.
Lyonnes were firmly in control by halftime thanks to an own goal by Vilde Boe Risa and a red card for her Atlético teammate Luany, sent off for pulling Selma Bacha's hair. Atlético qualified in 11th.
Paris Saint-Germain's winless campaign ended in 17th with a 1-1 draw at Benfica. Roma beat last-place St. Polten 6-1 but still miss the knockout stages.
