Manchester City avoided a group of death in their first Champions League draw but Roberto Mancini's side still face something of a baptism of fire.
City will come up against three tough opponents in Group A in Bayern Munich, Villarreal and Napoli.
Manchester United were given a much easier draw, in Group C alongside Benfica, the club they beat to secure their first European Cup in 1968, as well as Swiss champions Basle and unknowns Otelul Galati from Romania, making their bow in the competition.
Arsenal have to overcome Marseille, Greek champions Olympiakos and a potentially tricky test against Borussia Dortmund - the club among the pot of fourth seeds to avoid - in Group F.
Chelsea will face Valencia, the former club of latest new signing Juan Mata, plus Bayer Leverkusen - where Michael Ballack is now playing - and Genk from Belgium in Group E.
City, among the pot of third seeds, could have been drawn against reigning champions Barcelona or Real Madrid but still ended up in the toughest-looking group.
Although Bayern Munich and Villarreal both had to come through a play-off to qualify, both clubs have plenty of Champions League experience.
Napoli finished third in Serie A last season but have managed to hang on to the core of their team and provide a threat too - Sergio Aguero should be guaranteed a good welcome given that he is the son-in-law of Naples' favourite adopted son Diego Maradona.
Group H looked the one to avoid with both Barcelona and AC Milan, and BATE Borisov from Belarus and Czech side Viktoria Plzen were the unlucky ones.
Real Madrid face Lyon, Ajax and Dinamo Zagreb in Group D, Inter Milan, CSKA Moscow, Lille and Trabzonspor will fight in out in Group B, while Europa League winners Porto are in Group G with Shakhtar Donetsk, Zenit St Petersburg and APOEL from Cyprus.