Leipzig earned an impressive 3-2 victory over Real Madrid on Tuesday in the Champions League to inflict the holders' first defeat of the season and flex their 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 the final group match on November 2, and this victory means they are still in with of a chance of ousting Carlo Ancelotti's side for top spot.

The record 14-time winners had already sealed passage to the next round but were 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 Junior pulling one back before half-time.

Timo Werner struck what proved to be the winning goal from close range in the 81st minute, with Rodrygo pulling one back from the penalty spot for Madrid in stoppage time. It leaves Leipzig on nine points, one behind Group F leaders Madrid.

The visitors were without Ballon d'Or winner Karim Benzema, as well as Luka Modric and Fede Valverde, for the clash in Germany.

Gvardiol broke the deadlock after 13 minutes when Thibaut Courtois clawed away Andre Silva's header from a corner but the Croatian was on hand to nod in the rebound.

The Belgian goalkeeper had not managed to keep a clean sheet this season in La Liga, but had two in two Champions League appearances before this clash.

Courtois might have let in another moments later when Nkunku burst forward, rounded the onrushing goalkeeper outside the box, but then hit the side netting, albeit from a tight angle.

The French striker did not have to wait long for his goal, though. The 24-year-old doubled the lead shortly after when the ball broke to him in the box and he rifled in off the crossbar.

Madrid roused themselves in the final minutes of the half, with Brazilian dynamic duo Rodrygo and Vinicius denied by Leipzig goalkeeper Janis Blaswich.

The stopper could do nothing to prevent Vinicius pulling a goal back in the 44th minute, heading home accurately from Marco Asensio's cross.

Leipzig substitute Werner wasted a good breakaway in the second half, while Vinicius should have equalised but poked the ball wide after Eden Hazard and Asensio combined well.

The Madrid forward was punished when Leipzig grabbed a third in the 80th minute, with Werner making amends by finishing from close range after a fine run and low cross by Mohamed Simakan.

Rodrygo added a late consolation from the spot after he was brought down but it was too late for Madrid to save their unbeaten record.