Liverpool through but leave it late
Liverpool were saved the embarrassment of an early exit from the Champions League as Dirk Kuyt's extra-time winner saw the Reds to a 1-0 win over Standard Liege at Anfield.
Penalties loomed after the tie went into extra-time deadlocked at 0-0 on aggregate after 180 fruitless minutes.
But with just three minutes remaining, Kuyt stole in at the back post to knee home Ryan Babel's cross to ensure Liverpool would take their place in the draw for the group stages on Thursday afternoon.
Arsenal cruise into group stages
An impressive all-round display by Arsenal booked their place in the Champions League group stages beating FC Twente 4-0 at the Emirates and 6-0 on aggregate.
Samir Nasri's strike on 25 minutes put the Gunners into a deserved lead after dominating possession during the opening stages.
Theo Walcott always looked dangerous on the right-wing taking on defenders and beating them for pace.
The England international also ended his runs with decent crosses into the box giving Twente's defence plenty to worry about.
Shortly after the break Nicklas Bendnter had his shot saved but skipper William Gallas tapped in the rebound from close range for 2-0.
Youngster Walcott then curled in a right-footed shot from the edge of the area to end the tie as a contest.
Dane Bendtner then got a goal of his own after good link-up play with Walcott in the area on 89 minutes.
Round-up: Atletico crush Shalke
Atletico Madrid crushed German side Schalke 04 4-1 on aggregate to reach the Champions League proper after beating them 4-0 at home in their third qualifying round second leg.
They were joined by former winners Marseille and three teams who qualified for the lucrative group stage of the competition for the first time.
Argentine striker Sergio Aguero cancelled out Schalke's 1-0 lead from the first leg before second-half goals by Diego Forlan, Luis Garcia and Maxi Rodriguez sealed Atletico's passage at their Vicente Calderon stadium.
Marseille looked below par against Brann but two goals from Mamadou Niang sealed a 2-1 home win for a 3-1 aggregate victory over the Norwegians.
Danish champions Aalborg, Cypriots Anorthosis Famagusta and Belarus surprise package BATE Borisov enjoyed the unprecedented success of advancing past the preliminary rounds.
Anorthosis went down 1-0 away to Olympiacos thanks to a solitary goal from Argentine Fernando Belluschi, but the Cypriots upset the Greek side 3-1 on aggregate after a stunning 3-0 win in the first leg.
"We are delighted. It's an amazing result," said Anorthosis coach Temuri Ketsbaia.
"We knew it would be difficult because Olympiacos are a great team, they have been in the Champions League for the last 11 years. But we came here and we held on and deserved to go through."
Aalborg beat Kaunas 4-0 on aggregate after a Kasper Risgard double gave them a 2-0 away win over their nine-man Lithuanian rivals, while BATE held on for a 1-1 home draw against Levski Sofia after upsetting the Bulgarians 1-0 a fortnight ago.
There was mixed success for Turkish teams as Fenerbahce squeezed past Partizan Belgrade 4-3 on aggregate while bitter Istanbul rivals Galatasaray bowed out with a 3-2 overall defeat by 1986 European champions Steaua Bucharest.
Headers by Semih Senturk and Brazilian forward Alex gave Fenerbahce a 2-0 lead in front of their vociferous fans before Zoran Tosic set up a nervy finish with a superb free kick.
Banel Nicolita struck in the 57th minute to send Steaua through and give Romanian fans plenty to cheer about after the country's champions CFR Cluj qualified automatically.
Swiss side Basel made sure of their return to Europe's premier club competition by beating Portuguese side Guimaraes 2-1 at home and 3-1 on aggregate, with Erin Derdiyok sealing the victory on the night.
Shakhtar Donetsk comfortably beat Dinamo Zagreb 3-1 in Croatia to go through 5-1 on aggregate, while fellow Ukrainian side Dynamo Kiev progressed in even more emphatic style at home to Spartak Moscow, as they matched their 4-1 scoreline from the first leg to go through 8-2 in total.
Serie A side Fiorentina eased into the group stage with a 0-0 draw at Slavia Prague after doing all the hard work in the first leg by winning it 2-0.
Juventus secured their place in the Champions League group stage with a 1-1 draw against Artmedia Petrzalka, giving them a 5-1 win on aggregate.
Branislav Fodrek opened the scoring for the Slovakian side in the 14th minute but Amauri equalised to extinguish any hopes of a sensational fightback.
Barcelona suffered an unlikely 1-0 defeat against Wisla Krakow, but still managed to progress 4-1 on aggregate.
Guedes Cleber's strike in the 52nd minute gave the Polish side faint hope, but Barca held on and went through comfortably.
Rodrigo Souza scored in stoppage time to give Panathinaikos a 3-1 aggregate win over Sparta Prague.
Leading 2-1 from the first-leg, Souza rifled in the decisive goal for the Greek side in the 94th minute after an ill-tempered affair in which six players were booked.
The draw for the Champions League group stage tomorrow from 1700 BST, 1800CET!
Pot 1 Club Coefficent
1 Manchester United FC (ENG, holders) 107.996
2 Chelsea FC (ENG) 124.996
3 Liverpool FC (ENG) 118.996
4 FC Barcelona (ESP) 117.837
5 Arsenal FC (ENG) 110.996
6 Olympique Lyonnais (FRA) 99.380
7 FC Internazionale Milano (ITA) 96.934
8 Real Madrid CF (ESP) 93.837
Pot 2 Club Coefficent
9 FC Bayern München (GER) 92.078
10 PSV Eindhoven (NED) 91.610
11 Villarreal CF (ESP) 90.837
12 AS Roma (ITA) 81.934
13 FC Porto (POR) 81.176
14 Werder Bremen (GER) 74.078
15 Sporting Clube de Portugal (POR) 67.176
16 Juventus (ITA) 66.934
Pot 3 Club Coefficent
17 Olympique de Marseille (FRA) 63.380
18 FC Zenit St. Petersburg (RUS) 60.437
19 FC Steaua Bucureşti (ROU) 59.398
20 Panathinaikos FC (GRE) 52.525
21 FC Girondins de Bordeaux (FRA) 52.380
22 Celtic FC (SCO) 52.013
23 FC Basel 1893 (SUI) 51.993
24 Fenerbahçe SK (TUR) 51.469
Pot 4 Club Coefficent
25 FC Shakhtar Donetsk (UKR) 49.932
26 ACF Fiorentina (ITA) 40.934
27 Club Atlético de Madrid (ESP) 36.837
28 FC Dynamo Kyiv (UKR) 34.932
29 CFR 1907 Cluj (ROU) 13.398
30 Aalborg BK (DEN) 12.748
31 Anorthosis Famagusta FC (CYP) 4.327
32 FC BATE Borisov (BLR) 1.760
eurosport.com / uefa.com