Napoli missed out on a place in the Champions League last 16 despite beating Premier League leaders Arsenal 2-0 at a half-empty San Paolo.
Gonzalo Higuain scored the first for Napoli in the 73rd minute as the hosts came to life after a dismal opening hour which Arsenal controlled without looking like scoring. Jose Callejon scored in injury time for Napoli but it was not enough.
Borussia Dortmund's 87th-minute goal to beat Marseille 2-1 meant all three teams finished on 12 points in Group F but Napoli missed out.
It was the 14th season in a row that Arsenal, who had captain Mikel Arteta sent off for a second bookable offence in the 75th minute, have reached the last 16.
Arsenal go through to the next round but finish in second place and will face one of Real Madrid, Atletico Madrid, PSG, Bayern Munich or Barcelona in the next round.
Jack Wilshere, Theo Walcott and Aaron Ramsey all started on the Arsenal bench for tonight's final Champions League Group F tie away.
Czech playmaker Tomas Rosicky came into the side as did defensive midfielder Mathieu Flamini, who had been among the substitutes for the Barclays Premier League leaders' 1-1 draw against Everton on Sunday.
It looked as if Arsenal had done enough to hang on for top spot but the late Napoli goals, coupled with events in France, ensured the Gunners ended in second place.
Defender Per Mertesacker believes complacency played a part in the Gunners' 2-0 Champions League defeat at Napoli but the German is happy to be in the draw for the first knockout stage.
The last-16 draw is made on Monday and Mertesacker told Sky Sports News: "We were at 10 per cent less mentally because we were always thinking we were through.
"But we deserved (to go through) because we played a good group stage. We're second in the group for the draw next week."