Going into the Champions League group stages, there were likely a great deal of football bets placed on Premier League powerhouses Manchester United and Manchester City reaching the round of 16. But after flubbing a group that appeared to be a relative stroll, United are now looking ahead to the Europa League, and their archrivals are doing the same.

While United on Thursday nights is an unfamiliar sight, there will also be some new faces when the Champions League resumes in February, as APOEL Nicosia, FC Basel, Napoli, and Zenit St. Petersburg are all in the last 16. Will any of those upstarts advance to the quarters, or will the big boys all take care of business?

APOEL Nicosia v. Lyon

The little Cypriots that could not only shocked their way into the round of 16, they did it as group winners, as they finished top of a Group H that included three quality sides in FC Porto, Shakhtar Donetsk, and Zenit St. Petersburg.

But after becoming the first Cypriot side to reach the knockout stages of the Champions League, can they go one step further and reach the quarterfinals? Unfortunately, this is where the story is likely to end.

Lyon only qualified thanks to two perfect results on the final matchday, but their six-goal second half in their crucial 7-1 win at Dinamo Zagreb shows just what they’re capable of when they’re at their best, and it’s easy to understand why they’d be favored to win this tie, even with the potential disadvantage of a second leg away from home.

However, picking against APOEL is a risky endeavor. They defied the odds throughout the group stage on the way to doing what no one expected, so there’s no doubt that they’ll be confident about their chances to shock the football world once again.

Arsenal v. AC Milan

This is the most difficult draw that Arsenal could have been given, but the Gunners will fancy their chances to take down the Italian champions.

AC Milan started the group stage with an impressive 2-2 draw at Barcelona, but they weren’t particularly impressive the rest of the way and ultimately finished seven points back of Barca. But they’re an extremely talented team and are capable of sending Arsenal packing, especially if Zlatan Ibrahimovic can come up big.

But the Gunners have had a lot of success against Italian opposition recently, knocking out Juventus in the quarterfinals in 2006, Milan in the round of 16 in 2008, and Roma in the round of 16 in 2009. It will likely be a tight encounter, but Arsenal should go through, especially with the second leg at home.

Barcelona v. Bayer Leverkusen

Will the reigning European champions be seriously threatened in the round of 16? It’s entirely possible, but it’s hard to see anything other than a Barcelona win.

The first leg could be troublesome, however, given that Leverkusen did defeat Chelsea and Valencia at home in the group stage. But even if the Bundesliga side take an advantage into the second leg, it’d take a Herculean performance to withstand the onslaught that’d come at the Nou Camp.

Bayern Munich v. FC Basel

FC Basel bested Manchester United in the group stage; can they pull another momentous upset in the first knockout round appearance?

Experienced Basel strikers Alexander Frei and Marco Streller both played in the Bundesliga and will be relishing this showdown, and both could cause some real problems, along with rising star Xherdan Shaqiri.

But Bayern will have a fit Bastian Schweinsteiger by the time this tie rolls around, and his presence will be key to their progression. Bayern would still be favored to advance even if Schweini wasn’t available, but given the form he was in prior to fracturing his clavicle against Napoli in November, his return will make Bayern even harder to beat.

Benfica v. Zenit St. Petersburg

Benfica finished top of the group that included Manchester United, and they’ll be glad to have avoided AC Milan, Napoli, or even perhaps Lyon in the round of 16 draw.

However, they haven’t been spared a tough draw in the least, and it wouldn’t be a shock to see Zenit triumph in this tie. Zenit may be new to this stage, but they have all the ingredients to get it done. The Russian side won’t be easy to dispatch at home, and they aren’t short on quality, led by the Portuguese duo of Danny and Bruno Alves and star forwards Alexander Kerzhakov and Danko Lazovic.

But Zenit’s league campaign doesn’t resume until days before the second leg of this tie, and that could mean that they may not be at peak sharpness, and for that reason, the edge in this matchup lies with Benfica.

Chelsea v. Napoli

Chelsea managed to miss AC Milan, but they landed perhaps the second toughest draw in Napoli, who beat out Manchester City for second place in a tough Group A.

With the likes of Edinson Cavani, Marek Hamsik, and Ezequiel Lavezzi, who could all be in the Premier League at some point in the near future, Napoli will really test Chelsea’s defense, and their own back line, while prone to some bad spells, did hold prolific City to only two goals in 180 minutes.

But Chelsea’s vast experience at this stage is a valuable asset to have, and it’s hard to bet against them. The Blues have had some uncharacteristic struggles at Stamford Bridge this season, but there are still few places in Europe that are as tough or tougher, and if Chelsea are on top of their game, they‘ll take full advantage of Napoli’s European inexperience.

Inter Milan v. Marseille

There’s no telling what kind of shape Inter will be in come February, but they appear to be surging at the moment. That means they could be in top gear when they face Marseille, and if they are, the French side could be in for a world of hurt.

For all the talent that Marseille have, with the Ayew brothers, Lucho Gonzalez, Loic Remy, and Mathieu Valbuena, it’s tough to see them springing a surprise. But their dramatic comeback against Dortmund, which sealed their qualification ahead of Olympiakos, could spur them on, and remember what unheralded Schalke did to Inter in the quarterfinals last season?

But it might be safe to say that Inter won’t have forgotten last year’s embarrassment against Schalke and thusly won’t be overconfident heading into this tie, and if they are indeed in top gear, Marseille could be dispatched with relative ease.

Real Madrid v. CSKA Moscow

Real should join rivals Barcelona in the Champions League quarterfinals, but it might take a lot more work than many might expect.

CSKA, who finished second in Group B behind Inter Milan, are not to be taken lightly. Real’s attacking prowess is anything but a secret, but CSKA have the firepower to make things very interesting. Striker Seydou Doumbia has been scoring for fun, and while he still appears to be a little under the radar, good performances against Real could be a springboard for a big move. And along with a few well-known names in Brazilian striker Vagner Love and midfielders Keisuke Honda and Zoran Tosic, CSKA have a highly, highly promising playmaker in midfielder Alan Dzagoev. But for all of the attacking talent they possess, they also possess one of the world’s top shot-stoppers in Igor Akinfeev, and he’ll have to contend with a flurry of shots in both legs.

But CSKA could suffer from the same lack of sharpness that Zenit could, so even if they’re able to push Real for a while, Ronaldo and co. will prove much too strong in the end.