KARIM Benzema struck a priceless winner as Real Madrid edged Bayern Munich 1-0 in an intriguing Champions League semi-final first-leg at the Bernabeu.
The France international finished off a lightning counter attack on 19 minutes when he coolly converted Fabio Coentrao's low cross from the left.
Bayern dominated possession from kick off but struggled to manufacture chances against a resilient Real rearguard.
The hosts looked the more threatening on the break, however, and should have extended their advantage but both Cristiano Ronaldo and Angel Di Maria blazed over when well placed.
Pep Guardiola's men continued to press late on and almost levelled when Mario Goetze fizzed a volley straight at Iker Casillas five minutes from time.
PRE-MATCH: Bale out, Ronaldo and Neuer start: Real's Copa del Rey hero, Gareth Bale is only well enough for the bench after struggling with flu. However, Cristiano Ronaldo returns following a hamstring problem. Bayern welcome back Bastian Schweinsteiger from suspension and are boosted by the availability of keeper, Manuel Neuer.
19' - GOAL! Real Madrid 1-0 Bayern Munich. A lightning Real counter sees Ronaldo pick out the overlapping Fabio Coentrao on the left side of the area. The Portuguese full-back does brilliantly to drill a low ball across the six-yard box, allowing Benzema to coolly convert.
26' - REAL MADRID CHANCE! Another stunning counter attack sees Benzema lay a first-time cross from the left into the path of Ronaldo who somehow blasts it over the bar. A big miss and doesn't Ronaldo know it as he screams in frustration.
41' - REAL MADRID CHANCE! Angel Di Maria chests down Isco's left-wing cross at the far post and volleys a shot way over the bar. Another fantastic opportunity goes begging for the hosts.
68' - GOOD SAVE! Coentrao takes a quick free kick and releases Ronaldo on the left. The Portuguese takes a couple of touches and lashes a low shot towards the near post that Neuer pushes away for a corner.
81' - BAYERN CHANCE! Robben and Goetze combine to tee up Muller who sees his 20 yard drive deflect just wide.
85' - SUPERB SAVE! Casillas pulls off a stunning stop to keep out Goetze who fizzes a volley straight at the stopper from eight yards out. That was Bayern's first really big chance of the game.
TALKING POINT: Will Real regret those missed chances? Madrid may well have the advantage heading to Munich, but they could live to regret the glaring misses by Ronaldo and Di Maria in the first half. They took a 3-0 lead to Dortmund in the last round and just about survived, so Bayern will definitely fancy their chances of overturning the deficit and booking a place in Lisbon - if they can rediscover their attacking potency.
Real Madrid and Bayern Munich have met each other 15 times in the Champions League, equalling the record for most frequent encounter in the competition (Shared with Barcelona versus AC Milan).
Bayern Munich have lost for the first time in 10 knockout matches in the Champions League.
Ancelotti has never lost against Bayern Munich as manager in the Champions League (5 wins, 2 draws all with AC Milan).
Bayern Munich have lost their last six Champions League games at the Bernabeu (includes their defeat in the 2010 final against Inter Milan).
Guardiola loses a match at the Bernabeu (as a manager) for the first time in eight visits.
MAN OF THE MATCH
Luka Modric (Real Madrid): The former Spurs midfielder showed glimpses of his attacking threat with some clever passes on the counter, but it was his defensive work that really stood out as Real kept Bayern at bay.
REAL MADRID: Casillas 7, Pepe 7, Ramos 7, Coentrão 7, Alonso 7, Carvajal 7, Modric 7, Di María 6, Isco 6, Ronaldo 6, Benzema 7, Subs: Varane 6, Bale 7, Illarramendi 6.
BAYERN MUNICH: Neuer 6, Dante 6, Rafinha 6, Boateng 6, Lahm 7, Alaba 7, Schweinsteiger 7, Kroos 7, Ribéry 6, Robben 7, Mandzukić 6. Subs: Martinez 6, Goetze 6, Muller 6.