Manchester City's coach Roberto Mancini expects a tough game against Borussia Dortmund on Wednesday.
City's coach Roberto Mancini expects it to be a tough encounter.
"Dortmund are very good on the counter-attack and we expect a very difficult game - it's a really tough group.
"We want to go to the second stage this year, so it's important we do well against Dortmund. They are probably our main rivals to qualify. But don't forget they only beat Ajax in the last minute."
Borussia Dortmund CEO Hans-Joachim Watzke took a dig at Manchester City's dependence on its Abu Dhabi-based investors ahead of the game.
"The Abu Dhabi Group controls the operations at Manchester City," Watzke said in Monday's Kicker magazine.
Also in group D Real Madrid is away to Ajax Amsterdam.
On Sunday against Deportivo Coruna - a 5-1 romp for Real - coach Jose Mourinho rested Spain players Alvaro Arbeloa and Xabi Alonso.
Winger Angel di Maria took a heavy knock against Deportivo and might be doubtful for Wednesday.
Tuesday's pick of the matches sees former champion Benfica and Barcelona clash in Portugal.
Barca coach Tito Vilanova could welcome back Carles Puyol, Andres Iniesta and Adriano, who have all recovered from injury, but could also rest them ahead of Sunday's Clasico at home to Real Madrid.
He will certainly be without Gerard Pique, still out with a foot injury, and Thiago. The young midfielder will be out for two months with twisted knee ligaments.
The other group G match sees Spartak Moscow at home to Celtic.
Also on Tuesday, Valencia will be at home to Lille in Group F. Mauricio Pellegrino's team needs to win after crashing 2-1 at Bayern Munich in its debut.
French left-back Aly Cissokho said on Sunday that Lille will not be an easy opponent, despite its 3-1 defeat at home to BATE Borisov.
"They are a good team, precise and fast. They will certainly not be easy to beat," he said. Bayern, meanwhile, while be away in Borisov without midfielder Arjen Robben.
In group E Juventus takes on leader Shakhtar Donetsk and Chelsea steers into unchartered waters with a trip to Denmark for its clash against FC Nordsjaelland.
The other matches on Tuesday sees Manchester United away to Cluj in group H, while Galatasaray welcomes Sporting Braga.
Wednesday's early match is between Zenit St Petersburg and AC Milan in group C. The Russian side, which is coached by former Udinese and Roma coach Luciano Spalletti, lost its opener 3-0 in Malaga and can't afford another defeat.
Champions League debutant Malaga will be away to Anderlecht.
After beating Betis 4-0 on the weekend, coach Manuel Pellegrini said: "We are playing well at the moment. Now we will have to carry this form into the Champions league."
Arsenal manager Arsene Wenger is confident his side will bounce back from its weekend loss to Chelsea by beating Olympiakos in group B.
"The players are very frustrated," Wenger admitted. "They have a great attitude (but) they are very disappointed," said Wenger.
"I can understand that. But I think we will recover from it. It can happen in the season, but they are disappointed because they lost a game they should not have lost."
Wenger will have to shuffle his midfield for the match against the Greek side after Abu Diaby suffered a thigh injury on the weekend.
In the same group Schalke 04 welcome French champion Montpellier.
The final group of matches sees Dynamo Kiev at home against Dinamo Zagreb and Porto face big-spender Paris Saint-Germain. Both games are in group A.