Round-up: Liverpool are in serious danger of an embarrassing Champions League exit after going down to a 2-1 Group A defeat to Besiktas in Turkey. Chelsea, though, continue their smooth progress following a 2-0 win over Schalke but Celtic lost 1-0 at Benfica.
Serdar Ozkan and Bobo put Besiktas 2-0 up at the Inonu Stadium and Steven Gerrard's late header was not enough to save Rafa Benitez's side from a disappointing defeat that leaves them with just a point from their three games.
Liverpool's determination to win the game was highlighted by Benitez's attacking line-up, with Ryan Babel and Jermaine Pennant out on the wings and Steven Gerrard back in central midfield.
But Besiktas were lucky not to concede an early penalty when the ball struck Steve Finnan's hand in the box and they fell behind in the 13th minute.
Jamie Carragher produced a fine saving tackle to deny Bobo but his attempted clearance deflected straight to Ozkan and the midfielder slammed home from eight yards, via another deflection of Sami Hyypia.
John Arne Riise was denied an instant equaliser by Hakan Arikan before the goalkeeper pulled off another good stop at the feet of Steven Gerrard.
Babel blazed over before half-time but the hosts were largely keeping Liverpool at bay, particularly following the introduction of Koray Avic to stifle Gerrard's runs from midfield.
It was Besiktas looking the more likely to score again following the restart and it took until the 58th minute for the Reds to muster a decent attack, with Gerrard drilling narrowly wide after Andriy Voronin's knock-down.
Yossi Benayoun replaced the ineffective Pennant a minute later and the Israeli had the ball in the net with 20 minutes remaining, only to see the goal rightly ruled out after Voronin strayed offside.
Bobo missed a glorious chance to make it 2-0 when he blazed over from five yards but he seemed to have wrapped up the win in the 81st minute, beating Hyypia to a loose ball before slotting calmly through Jose Reina's legs.
Liverpool gave themselves hope three minutes later when Gerrard superbly headed home from 15 yards after substitute Peter Crouch caused problems in the box.
But Benitez's men could not find an equaliser in the dying moments to leave them rooted to the bottom of their group and staring Champions League elimination in the face.
Florent Malouda and Didier Drogba struck at the start of each half to earn Chelseaa 2-0 Champions League win over Schalke at Stamford Bridge.
Visiting goalkeeper Manuel Neuer made a dreadful mistake to hand Avram Grant's men an early lead and they never looked seriously troubled on their way to a comfortable Group B success.
Reduced ticket prices meant a packed Stamford Bridge for this clash and the home fans were given the perfect start when Malouda put the Blues in front after four minutes.
The winger received the ball on the wide left, before jinking inside Rafinha and sending in a tame shot that Neuer somehow allowed to trickle through his legs.
Schalke midfielder Carlos Grossmuller had a goal ruled out for offside on the quarter-hour mark but most of the action was at the other end, with Michael Essien's header forcing Neuer into a good save a few minutes later.
Grossmuller threatened again when he got onto the end of a lofted pass but he could not lift his header over Petr Cech and Chelsea went into half-time still in front.
And they were 2-0 up just two minutes after the interval when Drogba met Paulo Ferreira's right-wing cross with a glancing header past Neuer.
Chelsea went in search of more goals but Cech was extremely fortune to see Soren Larsen's header rebound off the post into his hands in the 61st minute.
It was a rare moment of concern for the hosts but they never came close to adding a third goal, with Frank Lampard's 25-yard effort straight at Neuer the best they offered.
Celtic'sdismal away record in the Champions League was extended as they lost to a late Oscar Cardozo goal against Benfica in Lisbon.
The Scottish champions matched the home side in the first half but after the break the Paraguay striker twice hit the woodwork and was denied by a world-class save from Artur Boruc.
But in the 86th minute Cardozo beat the offside trap to knock the ball past Boruc and again leave the Glasgow side defeated away from home.
Results
AC Milan 4-1 Shakhtar Donetsk
Benfica 1-0 Celtic
Besiktas 2-1 Liverpool
Chelsea 2-0 Schalke 04
Marseille 1-1 FC Porto
Real Madrid 4-2 Olympiakos
Rosenborg 2-0 Valencia
Werder Bremen 2-1 Lazio