Four English teams are waiting to discover their fate in Monday's Champions League draw.
Tottenham, Manchester City and Chelsea will all be seeded, while Liverpool are hoping to avoid one of the big teams.
BBC Sport looks at who could meet who, how it works - and some of the best and worst teams to face.
Also we see who Manchester United could get in the Europa League.
How the group stages finished
How does the draw work?
The Champions League last-16 draw takes place in Nyon, Switzerland at 11:00 GMT.
Teams who won their group will be drawn against teams who finished second in theirs. You cannot play a team from your own country - or your own group.
The last-16 first legs will take place on 14-15 and 21-22 February, with the second legs on 7-8 and 14-15 March.
Who can face who?
Seeded: Bayern Munich, Benfica, CHELSEA, MANCHESTER CITY, Napoli, Porto, Real Madrid, TOTTENHAM.
Unseeded: AC Milan, Borussia Dortmund, Club Bruges, Eintracht Frankfurt, Inter Milan, Leipzig, LIVERPOOL, Paris St-Germain.
Chelsea, City and Spurs will face one of AC Milan, Borussia Dortmund, Club Bruges, Eintracht Frankfurt, Inter Milan, Leipzig and Paris St-Germain - except the team who finished second in their group (Milan for Chelsea, Dortmund for City and Frankfurt for Spurs).
Liverpool can only be drawn against Bayern Munich, Benfica, Porto or Real Madrid - since three of the eight seeded teams are English and Napoli won their group.
The Reds finished second despite finishing with the third-best record in the whole group stages on 15 points.
Who are teams to watch out for in the top pot?
There are a couple of slightly surprising names among the seeds - with Napoli and Benfica starting in the pot.
Bayern Munich, German champions for the past 10 years, and defending European champions Real Madrid - the only Spanish team in the last 16 - speak for themselves in terms of prestige.
But no team will want to face Napoli, whose defeat by Liverpool in the final group game is the only time they have lost all season.
They remain unbeaten and five points clear at the top of Serie A, with several of the form players in Europe including Georgian sensation Khvicha Kvaratskhelia and Nigerian striker Victor Osimhen.
Benfica, who have yet to lose a competitive game all season, snuck into the top seeds by the narrowest margin in Champions League history.
An injury-time sixth goal at Maccabi Haifa took them level on points, head-to-head record, goals scored and goals conceded with Paris St-Germain. They took top spot by scoring more away goals in the group.
Porto are just the second team to win a Champions League group despite losing their first two games, beating Atletico Madrid in their final game to seal top spot.
Only Kylian Mbappe and Mohamed Salah (seven each) have scored more than Porto striker Mehdi Taremi's five.
Which unseeded teams are worth keeping an eye on?
The English teams will hope to avoid facing Mbappe, Lionel Messi and Neymar's Paris St-Germain.
PSG, who have not lost a competitive game since March, looked set to win the group before Benfica's late flurry of goals.
Not many of the other second-placed teams caught the eye, with AC Milan, Inter Milan, Eintracht Frankfurt and Leipzig all losing twice.
However, Inter knocked out Barcelona and Leipzig only finished one point behind Real.
The big surprise of the group stages was Club Bruges, who were in the bottom seeds when the group draw was made, but reached the knockout stage for the first time.
The Belgian side did their work early, qualifying after just four games - but failed to score in their final three group matches.
They are likely to be the team Manchester City, Chelsea and Spurs hope to draw.
What about the Europa League?
There are three other English teams still in Europe - Arsenal and Manchester United in the Europa League and West Ham in the Conference League.
However, only Manchester United will be involved on Monday, with the Europa League knockout round play-off draw at 12:00 GMT.
Arsenal and West Ham won their groups, putting them into the last 16 of their tournaments. But runners-up, like Manchester United, have to play a round before that.
The Red Devils will face one of the eight teams to finish third in their Champions League group on 16 and 23 February.
Their potential opponents are Ajax, Barcelona, Bayer Leverkusen, Juventus, Salzburg, Sevilla, Shakhtar Donetsk and Sporting Lisbon.
The last-16 draws for Arsenal, West Ham and possibly Manchester United take place on 24 February.
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