RB Leipzig earned an impressive 3-2 victory over a much-changed Real Madrid on Tuesday in the Champions League to inflict the holder's first defeat of the season and flex its muscles ahead of a decisive showdown against Shakhtar Donetsk next week.

The German side will qualify for the last 16 with a draw against the Ukrainians in its final group match on Nov 2, and this victory means it is still in with of a chance of ousting Carlo Ancelotti's side for top spot.

The record 14-time winner had already sealed its passage to the next round but was outplayed at the Red Bull Arena by Marco Rose's side and lost for the first time all season, in 17 games across all competitions.

Josko Gvardiol headed home from close range in the 13th minute and Christopher Nkunku blasted in a second five minutes later, with Vinicius Jr. pulling one back before halftime.

Timo Werner struck what proved to be the winner from close range in the 81st minute. Rodrygo pulled one back from the penalty spot for Madrid in stoppage time.

The result left Leipzig on nine points, one behind Group F leader Madrid, who was without star men Karim Benzema and Luka Modric among others in Germany.

"We went out there sleepily, not intense or aggressive enough, and you pay for that," Madrid goalkeeper Thibaut Courtois told Movistar.

"The coach warned us and still, we went out there poorly. They can't score two goals from corners. We made a lot of bad passes, had bad control, didn't win a lot of duels, lacked intensity. We didn't have a good game.

"A bad day can happen, there have been a lot of games in a short space of time, but what you can't lack is intensity."

AFP