Holders Lyon turned the tables on Arsenal in London, Barcelona and Bayern sealed progress and Cristiana Girelli had a night to remember.
Article top media content
Lyon enacted revenge on Arsenal, though the Gunners' qualification was confirmed, thanks to Frida Maanum's own goal in London as Group C was assured of a thrilling finale.
Juventus will face the holders on Matchday 6 for a place in the quarter-finals thanks to a 5-0 success at home to Zürich, a game in which Cristiana Girelli scored four times.
Elsewhere, Barcelona and Bayern eased through from Group D with a game to spare and first place will be up for grabs when the pair play their final matches next week.
UEFA.com rounds up all the action.
Click on any scoreline to look back at all the action as it happened and watch highlights from midnight CET.
Arsenal qualified for the knockout stages despite a defeat overshadowed by a worrying injury to Vivianne Miedema. The Gunners had shaded the first half but moments after Steph Catley had made a brilliant block to deny Delphine Cascarino, Frida Maanum got the final touch in a scramble and was credited with an own goal.
It went from bad to worse for the hosts when Miedema went down unchallenged and was carried off on a stretcher in tears. Having had just one effort on goal in the first half, the Gunners were unable to do much better in the second and in the end Lyon held on comfortably for a crucial three points.
Girelli stole the show with a four-goal salvo as Juventus took their qualification hopes all the way to Matchday 6. Girelli scored inside two minutes and again at the end of a first half in which the excellent Lineth Beerensteyn doubled their lead.
The hat-trick came early in the second half, after a slick move involving Beerensteyn and the equally influential Barbara Bonansea, with Girelli's fourth again coming from the penalty spot.
Barcelona booked their place in the last eight with victory over Benfica, whose hopes of reaching the knockout stages came to an end in Seixal. Irene Paredes and Clàudia Pina gave the visitors a 2-0 half-time lead, before Aitana Bonmatí and Ana-Maria Crnogorčević increased Barça's advantage in the second half.
Nycole Raysla missed the chance to make it 4-2 from the penalty spot after Jéssica Silva had given the hosts a lifeline, but Ana Seiça's own goal all but ended Benfica's hopes of an unlikely comeback. Cloé Lacasse and Mariona Caldentey traded efforts, before Sandra Paños pulled off her second penalty save of the game to deny Ana Vitória.
Bayern sealed qualification with a clinical showing in Sweden. The home side matched the German outfit in the first half, but Tainara's header still gave the visitors the lead at the break.
After the interval, there was no let-up and Sydney Lohmann fired in Bayern's second from close range, before Georgia Stanway won the ball and ran on to score the third. The best was saved for last, though, substitute Julia Landenberger firing in from 30 metres late on.