Manchester City's dreams of Champion's League glory are in tatters after losing to Napoli 2-1.
The result means that they're down to third in their group and they'll be lucky to reach the knock-out stage.
City went a goal down after 18 minutes but equalised before half-time with a Mario Balotelli tap-in.
Edinson Cavani got his second goal for Napoli soon after the break with a great low volley, winning the match for the Italian side.
City now need to beat Bayern Munich on 7 December and hope that Napoli don't beat bottom-placed Villarreal.
It wasn't a great night for Manchester United either, who drew against Benfica 2-2.
Dimitar Berbatov and Darren Fletcher got the goals for United.
The Reds need at least a draw in their final group match against Basel to reach the last 16.
Manager Sir Alex Ferguson says: "It will be a hard game in Basel. The chips are down but I have every confidence in the team."