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Real Madrid's 2-0 loss at Lyon was not the way it intended to start its Champions League campaign — especially since it started the same way last year.

But Real Madrid manager Fabio Capello thinks it's a different side that will host Dynamo Kyiv in the second round of group games on Tuesday.

"We are better than before," Capello said. "Our organization is improving and we are playing the ball more easily. You can see this in our games but we still have room for improvement."

Since its defeat at Lyon on Sept. 13 — where it also lost 3-0 in the opening round of last season's tournament — Real Madrid has won two league games, including a 1-0 win over Real Betis on Saturday.

However, it will be without Brazilian defender Cicinho, who ruptured a ligament in his right knee Saturday and will be out for at least six months. Addtionally, Brazilian striker Ronaldo is almost recovered from knee surgery, but isn't likely to make his comeback until next week.

Midfielder David Beckham is doubtful with tonsillitis, and has not started Real Madrid's last two matches — the first time he's been sat out the start of consecutive matches since he joined the club in 2003. Madrid hasn't won a trophy since then — its worst streak since the early 1950s.

In Group E's other match on Tuesday, 1986 champion Steaua Bucharest hosts Lyon. The Romanian side beat Dynamo Kyiv 4-1 in its opening match and Lyon is wary.

"Bucharest is a team which is well organized and which is very fast in attack," Lyon goalkeeper Gregory Coupet said. "Their result in Kyiv is a warning sign for us."

In Tuesday's other matches, it's Benfica versus Manchester United (TSN, 2:30 p.m. ET) and Celtic versus Copenhagen in Group F; CSKA Moscow versus Hamburg and Arsenal versus Porto in Group G; and AEK Athens versus Anderlecht and Lille versus AC Milan in Group H.

Manchester United travels to Portuguese side Benfica, eager to make up for its loss there last season. That December defeat meant Man United finished the bottom of its group and failed to advance to the knockout stage for the first time in 10 years.

United hasn't had the best preparation either. After winning its opening five games of the English Premier League season, United lost 1-0 at home to Arsenal, then drew 1-1 with promoted Reading. The Red Devils won their opening Champions League match 3-2 over Celtic.

"We are playing OK. It is not like we're struggling," said Manchester United midfielder Michael Carrick, who joined the club in the off-season. "The boys had a disappointing time there last year so we want to make amends for that."

Last year, Benfica went on to eliminate 2005 champion Liverpool — making Arsenal manager Arsene Wenger wary of clubs from Portugal.

The Gunners host 2004 champion Porto.

"If you look at the English teams who have beaten Porto or Benfica, you do not find many," Wenger said. "So we have a big challenge and do what nobody has done recently in England — beat them."

Arsenal, which lost to FC Barcelona in last season's final, won 2-1 at Hamburger SV in its opening group game.

"I don't know what to expect because they play with two strikers, with three or one," Wenger said. "But I know we want to win this game, because if we do that after Hamburg, we are in a very, very strong position to qualify."

Arsenal striker Thierry Henry returned in a 3-0 league win over Sheffield United on Saturday after missing two matches with injury and William Gallas scored his first goal for the club after his off-season move from Chelsea.

AC Milan will play French club Lille at Lens because its stadium isn't big enough for European matches.

Milan ended its six-match winning streak in all competitions with a 0-0 draw against Livorno on Saturday in the Serie A, and there are fears its heavy early season schedule could take a toll.

"We play every three days, and every now and then it's normal that we get tired," Milan chairman Adriano Galliani said. "Now we have to regain our footing."

Milan captain Paolo Maldini is doubtful with a thigh strain, but striker Alberto Gilardino could make his first appearance since injuring his head in a collision on Sept. 17.

Lille has lost its last two French league games and conceded seven goals.

"We need to look each other in the eyes and speak frankly about our situation," Lille defender Mathieu Chalme said. "We have to ask ourselves a lot of questions. We have a lot of things we need to improve and we all know that."

On Wednesday, it's: Levski Sofia versus Chelsea (TSN, 2:30 p.m. ET) and Werder Bremen versus Barcelona in Group A (TSN, midnight ET, tape delay); Spartak Moscow versus Sporting Lisbon and Inter Milan versus Bayern Munich in Group B; Liverpool vs. Galatasaray and Bordeaux vs. PSV Eindhoven in Group C; and Shakhtar Donetsk versus Olympiakos and Valencia versus AS Roma in Group D.