The Champions League quarter-finals feature a glittering array of Europe's most successful clubs after the last three berths were filled on Wednesday.

Valencia, Ajax Amsterdam and Inter Milan all clinched their places in the last eight after a heart-thumping night of action that means seven of the eight clubs remaining have won the European Cup, while Valencia were runners-up in 2000 and 2001.

All the pretenders to the throne have been vanquished. The real action starts now with the knock-out phase.

Valencia proved to have too much pedigree for Arsenal, whose French manager Arsene Wenger was convinced his side was one of the best in Europe, as they beat the English champions 2-1 in Spain to emerge at the head of the tightly-bunched Group B.

Ajax, who won the last of their four European Cups in 1995, became the first Dutch team through to the quarter-finals since 1997. They drew 1-1 at AS Roma on Wednesday to sneak into second place in the group.

Valencia, who ensured their victory with two goals from Norwegian striker John Carew, topped the table with nine points, ahead of Ajax (8), Arsenal (7) and Roma (5).

A late goal or two in either match could have changed the Group B picture entirely and there was a nervous five minutes of stoppage time played in Valencia before the Spanish champions took their place alongside already-qualified domestic rivals Barcelona and Real Madrid.

ONLY ISSUE

With Barcelona already secure as Group A winners the only issue to be decided in that section was whether Inter or Newcastle United went through with them.

But the matter was more or less settled in a 25-minute period during which both Inter and Barcelona scored.

Once Inter went 1-0 ahead at Bayer Leverkusen through reserve Nigerian teenage striker Obafemi Martins after 36 minutes there was only likely to be one winner of that match.

When Barcelona took the lead through Patrick Kluivert after 60 minutes at Newcastle the die was more or less cast.

Inter, playing without five regulars and with Martins starting his first match in Europe, went on to win 2-0 with Turk Emre Belozoglu adding a second in the last minute to clinch their berth in the last eight.

Leverkusen, European Cup runners-up last season, became the first team to lose all six second phase matches and only the third team to lose all six games in their section.

FC Kosice lost all six first phase games in 1997-98 and Fenerbahce did the same at the same stage in 2001-02.

While Inter -- who also missed a first-half penalty when Domenico Morfeo's shot was saved by Hans-Joerg Butt -- were winning in Germany, Barcelona took all three points off their old coach Bobby Robson at Newcastle.

Thiago Motta added Barcelona's second in the 74th minute to give the Spaniards a 2-0 victory and a fifth win from six second phase matches.

Their total of 16 points equalled the record they set in 1999-2000, which was equalled last season by Real Madrid.

Barcelona (16) finished five clear of Inter (11) with Newcastle (7) third and Leverkusen (0) last.

HEROIC FIGHTBACK

Newcastle could have sneaked into the last eight if they had beaten Barcelona and Inter had lost, but despite a heroic fightback in the phase after losing their first two matches, this game proved one bridge too far for Newcastle.

Friday's draw features three teams from Italy (Juventus, AC Milan and Inter Milan), three from Spain (Real Madrid, Barcelona and Valencia), and one each from England (Manchester United) and the Netherlands (Ajax Amsterdam).

All of the teams apart from Barcelona (one victory in 1992) have won the trophy more than once.

For the first time since the 1956-57 season there is no German team involved in the quarter-finals of any European competition.

It is also the first time three Italian teams have reached the Champions League quarter-finals.

Real Madrid have been made 3-1 favourites to win the competition by British bookmakers William Hill. Manchester United are 9-2 and Juventus 5-1.

Other odds: 11-2 Valencia, 6-1 AC Milan and Inter Milan, 7-1 Barcelona, 16-1 Ajax Amsterdam.