Madrid's suspect backline caused their quarter-final exit in this competition last season and on this evidence they have not solved the problem as German side Leverkusen avenged their 2002 final defeat by Madrid in fine fashion.

Jacek Krzynowek, Franca and Dimitar Berbatov grabbed the goals to enact sweet revenge for that 2-1 defeat in Glasgow and pull off Leverkusen's first ever win against the Spanish giants.

Real Madrid sporting director Emilio Butragueno described the defeat as a "crushing blow".

"It's not the moment to say whose fault it is. Today all we can feel is sadness by the result," he said.

"Leverkusen were superior and deserved to win. They were better in almost all areas and have to be congratulated."

Real's problems were compounded when the club later revealed that they could be without Zinedine Zidane for at least three weeks after the French star injured his shoulder in a collision with Roque Junior.

After just five minutes Bulgarian international Berbatov looked on in anguish as his shot rebounded off the post.

Real fielded new signing Argentine international Walter Samuel, nicknamed 'The Wall', but there are a number of building bricks still required in Madrid's defence.

The first period was full of goalscoring chances - with most of them falling to Bayer - and Brazilian Franca could have had a hat-trick by the half hour mark had he not left his shooting boots on the training ground.

Fortunately for Bayer Polish international Krzynowek, 28, had his on unleashing an unstoppable left-footed shot in the 39th minute that crashed off the post and back into the net off the unfortunate Iker Casillas.

It was a dream goal for the largely unknown Krzynowek who was making his first ever Champions League appearance.

"We should have been 4-1 up at the break," said manager Klaus Augenthaler."But we scored at the right time and demonstrated that we can play good football."

Seasoned campaigners Real had opted for Raul and Ronaldo in attack, with Spanish international Fernando Morientes and England star Michael Owen watching on, but the pair, like the other outfield players, were ineffective.

England skipper David Beckham tried to gee his team up with some tough tackling and had a number of run-ins with Argentine hardman Diego Placente.

Placente dumped Beckham to the ground with a thunderous challenge early on and was then upended by a worked-up Beckham moments later.

Leverkusen's central defensive pairing of Juan and Roque Junior know all about Ronaldo from the Brazilian national team and had him under lock and key until the 25th minute when he flicked a shot onto the post.

It was Real's only opening of a disappointing first 45 minutes prompting Real manager Jose Antonio Camacho to jump out of the dug-out and bark some instructions to his lacklustre team.

Camacho's half-time teamtalk did little to stop Leverkusen's dominance and just five minutes after the interval Franca doubled their lead with a curling right-footed shot leaving Casillas with no chance.

"We converted our chances in the end and that was vital," explained Bayer midfielder Bernd Schneider.

Madrid's defence was all at sea and in the 55th minute Bayer struck again with Franca firing a low cross into Berbatov's path and the striker rolled the ball home.

Manager Camacho will now hope England international Jonathan Woodgate can help shore up the backline before the next Champions League match at home to Roma on September 28.

Meanwhile, Bayer can take heart from a sparkling display against nine-time European champions Madrid, particularly when you consider the club were almost relegated from the Bundesliga 15 months ago.