Chelsea and Arsenal must both pass Italian tests in the last 16 of the Champions League after the draw in Nyon.
The London clubs are the last remaining Barclays Premier League sides in the competition following the exits of Manchester United and Manchester City in the group phase.
But managers Andre Villas-Boas and Arsene Wenger must overcome Serie A opponents if they are to reach the quarter-final stage, with Chelsea drawing Napoli and the Gunners landing AC Milan.
Elsewhere, Barcelona face Bayer Leverkusen and the holders, who have advanced to the final of the FIFA Club World Cup in Japan, will be confident of progressing against a side currently sixth in the German Bundesliga.
Real Madrid pulled out CSKA Moscow Manchester City, Manchester United and Stoke will all face difficult matches in the last 32 of the Europa League. Roberto Mancini's side drew holders Porto and their neighbours were paired with fellow Champions League dropouts Ajax, while Stoke face Valencia.
Manchester City, Manchester United and Stoke will all face difficult matches in the last 32 of the Europa League.
Roberto Mancini's side drew holders Porto and their neighbours were paired with fellow Champions League dropouts Ajax, while Stoke face Valencia.