Kaka © Action Images

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The Spanish capital hosts a match-up between the two most successful clubs in European history with Real boasting a record nine European Cups to Milan's seven.

Both sides can point to illustrious histories but at present they are looking to restore their reputations as European superpowers with Real failing to get past the quarterfinals of the competition since 2004 which was the year Milan last won their domestic title.

Milan are under pressure in the group after a shock 1-0 home loss to unfancied FC Zurich while Real are perched comfortably at the top with a maximum six points.

"It is time to see Real Madrid's true colours against an opponent that has won a lot of European Cups and who we really respect," said Real defender Sergio Ramos.

Kaka, who has said he will not celebrate if he scores, will undoubtedly take centre stage against his old club particuarly as Real's other world superstar Cristiano Ronaldo, is still out with an ankle injury.

It will also be a special occasion for 33-year-old Milan midfielder Clarence Seedorf who won the Champions League in Real colours back in 1998.

"Real Madrid? No-one scares me, there's no time to be scared," said Dutchman Seedorf.

A return to the Bernabeu will also be memorable for Brazilian Ronaldinho who tormented Real in his Barcelona days and famously received a standing ovation from the Bernabeu crowd in the 2005/06 season after scoring a great solo goal for Barca in a 3-0 win in 'El Clasico'.

Dutch forward Klaas-Jan Huntelaar didn't get many standing ovations in his brief seven months at Real before being let go to Milan and will have a point to prove if given the chance.

Milan may be a shadow of the great side from the 1990s but have outperformed Real in Europe over the last five seasons reaching the final twice, losing the first against Liverpool in 2005 and then defeating the same opposition in 2007.

Real have not reached the final since 2002 but hope that changes this season especially with the showpiece final at their stadium.

Real won 4-2 against Valladolid on Saturday to move a point behind Barcelona in the domestic league where they average three goals a game but questions have been asked about their defence and a vulnerability at set-pieces.

"I don't see defensive shortcomings," said coach Manuel Pellegrini. "One of Valladolid's goals was a free-kick and the other a mis-placed back pass. They had 12 corners and didn't score from any of them so we don't have problems in that area."

Milan beat AS Roma 2-1 in their league match but still lie eighth in the table seven points behind champions and city rivals Inter Milan.

"If we are able to express ourselves to our potential, then Milan can do a lot better," said coach Leonardo. "Consistency will be the key, as we do have flashes of good form."

If Milan lose to Real they will be six points behind the Spaniards to virtually end their hopes of finishing top of the group.

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