[UEFA CHAMPIONS LEAGUE] Two of the world's richest and most talented teams square off at the Etihad Stadium on Wednesday with Real Madrid seeking its 10th European Cup title, and Manchester City seeking some divine intervention.

TV: Manchester City-Real Madrid (Wednesday Fox Soccer Channel 2:45 pm ET)

Cristiano Ronaldo’s last-gasp winner in the group opener completed Real Madrid’s hectic 3-2 comeback at the Bernabeu and Manchester City is still reeling, having yet to win in Group D. The Premier League champions fought back from two goals down at home to Ajax in round four two weeks ago, when Mesut Ozil’s late free kick salvaged a point for Real against Borussia Dortmund in Spain, both games finished 2-2.

Group D: Dortmund has 8 points, Real Madrid 7, Ajax 4 and Man City has 2. Dortmund is in Amsterdam on Wednesday, Madrid hosts Ajax in two weeks, while City finishes in Dortmund.

Manchester City hasn’t racked up many style points this season, but a 3-1 loss at Ajax was its only defeat in its last 10 games, Joe Hart has three shutouts in his last four EPL matches and the 5-0 demolition of Aston Villa on Saturday -- combined with Manchester United’s 1-0 loss at Norwich -- had Roberto Mancini’s team starting this week where it ended last season, on top of the EPL.

City finished a close third in a group with Bayern Munich, Napoli and Villarreal last fall. Group D has proved even tougher, but the EPL standings should see boisterous fans welcoming Real Madrid, and Jose Mourinho, “the Special One” who becomes the youngest coach to manage 100 UCL games on Wednesday, at 49.

Real Madrid’s 5-1 win over Athletic Bilbao on Saturday made seven league wins and a tie at Barcelona, after only four points in its first four La Liga games. The reigning champions are still 8 points behind Barca, and 5 behind Atletico Madrid.

What to watch: Ronaldo (12) and Gonzalo Higuain (7) have 19 of Madrid’s 32 La Liga goals. Carlos Tevez (6) Edin Dzeko (6) and Sergio Aguero (5) own 17 of City’s 25 EPL goals – no one else has scored more than two, for either team.

Higuain’s thigh injury makes way for Karim Benzema, Sami Khedira is back in midfield and Fabio Coentrao returns in defense for Madrid. Gael Clichy is out for City.

Manchester City is back atop the EPL, with little chance to progress, making for a great environment where Yaya Toure and David Silva have nothing to lose, a scary thought. The circus is in town from Madrid, with Ronaldo’s first game in Manchester since 2009, but this is a business trip for Mourinho, who will look to extinguish any festivities, pronto.

City’s plight in a nutshell: “If we had come back from the Bernabeu with a good result it would have probably changed this group for us,” Mancini said.

How to escape the group of death: Real Madrid progresses with a win. It progresses with a tie if Ajax doesn’t beat Borussia Dortmund at home. Man City must win twice, and get help from Ajax. Dortmund advances in Amsterdam Wednesday with a tie or better … Group D can still finish with four clubs on 8 pts.

Notes: Madrid’s 2-1 defeat in Dortmund was Ronaldo’s first ever loss when scoring in a UCL game… The former Man United star is the tournament’s top scorer with five goals... Madrid won its record ninth UCL trophy in 2002, Ajax won its fourth in 1995, and Dortmund won one in 1997. Man City is the only team in Group D without a UCL title.