Who's in, who's out? How UCL opening round unfolded, and what comes next

It's finally over. A whole 135 days after UEFA's newly formed Champions League league phase officially kicked off, we have our top eight and 16 playoff contestants for the round of 16. theScore covers the fallout from the 18 simultaneous games that took place on Matchday 8.

Who's in?

Liverpool, Barcelona, Arsenal, Inter, Atletico Madrid, Bayer Leverkusen, Lille, and Aston Villa earned byes to the round of 16 as the top eight sides.

Liverpool finished in first place despite losing 3-2 to PSV Eindhoven and blowing their shot at a perfect 8-0-0 record. Barcelona needed a win against Atalanta to leapfrog the Reds but could only muster a 2-2 draw.

Lille bulldozed their way into the upper bracket with a bruising 6-1 win over Feyenoord that helped them finish seventh on goals scored. Villa oscillated all night between the automatic berths and playoffs but ended up joining the octet following a wacky 3-2 victory over Celtic in which they led 2-0 after just five minutes.

Each of the top eight finishers will face the eight teams that come through the 16-team playoff. The playoff clubs include heavyweights Real Madrid, Bayern Munich, AC Milan, Paris Saint-Germain, Juventus, and Manchester City, who overcame a 1-0 deficit to beat Club Brugge and pull themselves out of the elimination zone.

Atalanta, Borussia Dortmund, Madrid, Bayern, PSV, and Benfica will be seeded for the playoff draw, while Monaco, Brest, Feyenoord, Juventus, Celtic, City, Sporting CP, and Club Brugge are unseeded.

Goal difference served as the initial tiebreaker in the standings. Goals scored was referenced when teams were tied on goal difference.

Who's out?

Nine of the bottom 12 teams were eliminated from knockout-round contention before Wednesday's action.

Dinamo Zagreb, Stuttgart, and Shakhtar Donetsk joined Bologna, Crvena Zvezda, Sturm Graz, Sparta Prague, RB Leipzig, Girona, Red Bull Salzburg, Slovan Bratislava, and Young Boys on the way out of the competition.

Zagreb finished a place short of a playoff spot despite beating 10-man Milan on Wednesday. The Croatians briefly moved up to 23rd but lost ground when City roared back from their halftime deficit.

Stuttgart could've advanced with a draw against PSG but capitulated early and eventually lost 4-1 at home.

Donetsk needed a near impossible combination of results - including a big win over Dortmund and straight-up losses for both City and Zagreb - to go through. But the Ukrainians couldn't even clear the first hurdle as they lost 3-1 to Dortmund.

Bratislava and Young Boys finished the league phase as the only two clubs without a point. No team conceded more than Bratislava's 27 goals. Young Boys could only manage a paltry three goals in eight matches.

What's next?

The top eight get a well-earned rest before the round of 16 begins March 4.

Clubs ranked ninth to 16th will face teams ranked 17th to 24th in two-legged playoffs starting Feb. 11.

The playoff bracket couples teams by table position, showing them a potential pathway before Friday's draw (6 a.m. ET). For example, ninth-placed Atalanta or 10th-placed Borussia Dortmund will face 23rd-placed Sporting CP or 24th-placed Club Brugge.

The most tantalizing matchup involves City, who are guaranteed to face either Bayern or Madrid in the playoff round. Milan could also meet Juventus, with the winner facing one of Arsenal or Inter in the round of 16; there's nothing stopping teams from the same country meeting in the playoff round. PSG are in tough, too, with a round-of-16 matchup against Liverpool or Barcelona awaiting them if they win their playoff.

The final table

Bound for round of 16

Bound for playoff round

Eliminated