Jose Mourinho, who left Inter Milan for Real Madrid after leading Inter to their first European Cup success for 45 years in May, returns to the San Siro to face AC Milan with Real in a group that also includes Ajax Amsterdam and Auxerre.
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Bayern Munich, who lost May's final to Inter in Madrid, will face AS Roma, Basel and CFR Cluj in their opening matches.
Chelsea, who lost an all-English final in Moscow to Manchester United in 2008, will return to the Russian capital to face Spartak Moscow in their group, which also includes Olympique Marseille and Zilina.
Manchester United manager Alex Ferguson, who once played for Rangers and has strong links with Glasgow will return to his home city after United were grouped with Rangers, Valencia and Bursaspor.
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Spanish giants Barcelona, European champions in 2009, face Panathinaikos, FC Copenhagen and Russians Rubin Kazan, who scored a shock win over Barca at the Nou Camp last season in the group stage.
STADIUMS ROCKING
Auxerre's task in Group G looks so tough, with matches against the competition's two most successful sides in Real Madrid and AC Milan, not to mention four-times champions Ajax, that coach Jean Fernandez was resigned to an early exit.
"I could feel it," Fernandez told Canal Plus television. "We'll finish third and play the Europe League because it will be very complicated against Milan and Real."
New Milan coach Massimiliano Allegri agreed the group would be tough and predicted two great occasions against Real Madrid.
"Certainly we will be pumped up to face Real," Allegri told the club website. "The San Siro and Bernabeu will be rocking. A spectacle is assured.
"Ajax and Auxerre have brilliantly got through the playoffs and they are two opponents to really fear."
Full draw:
GROUP A
Inter Milan
Werder Bremen
Tottenham Hotspur
Twente Enschede
GROUP B
Olympique Lyon
