(CNN) -- Spanish champions Real Madrid were paired with their English counterparts Manchester City as the draw for the European Champions League was made Thursday in Monaco.
The heavyweight pair will also have Borussia Dortmund and four-time winners Ajax Amsterdam for company in Group D, with only the top two going through to the last 16 knockout stages.
Roberto Mancini's City were knocked out in the group stages of last season's competition, won by fellow English Premier League side Chelsea, while Real Madrid fell at the semifinal stage to Bayern Munich.
The "Group of Death" contains all champions of their respective leagues with Dortmund claiming the Bundesliga title for the second straight year and Ajax winning the Dutch crown.
Chelsea have Serie A winners Juventus for company in Group E, along with Shakhtar Donetsk of the Ukraine and Danish new boys Nordsjaelland.
Chelsea, who beat Bayern on penalties in last season's final, would be the first team to defend the title in the Champions League era.
Barcelona, beaten so dramatically by Chelsea in last year's semifinals, have Benfica of Portugal, Russia's Spartak Moscow and Scottish champions Celtic in Group G.
Three-time champions Manchester United were drawn in Group H with Portugal's SC Braga, Galatasaray of Turkey and Romanians CFR-Cluj.
Like their city rivals, United fell at the group stages in last year's competition after losing at FC Basel and will be keen to avoid a similar fate.
Bayern, still smarting at their defeat to Chelsea in their own Allianz Arena back in May's final, have Spain's Valencia, Lille of France and BATE Borisov of Belarus in Group F.
Seven-time winners AC Milan, who have lost several key players in the transfer window, were joined by Zenit St. Petersburg of Russia, Belgium's Anderlecht and Malaga of Spain, who are making their debut in the Champions League.
New French champions Montpellier are also appearing for the first time and having sold star striker Olivier Giroud to Arsenal will face the Gunners in Group B.
Bundesliga Schalke and Olympiakos of Greece complete the section.
Big spending Paris St Germain were pitted in Group A with Dinamo Kyiv of the Ukraine, Portuguese giants Porto and Dinamo Zagreb of Croatia.
All the teams will be bidding to make the final of this year's competition which takes place on May 25 at Wembley Stadium in London.