It was never going to be an easy night for Chelsea at the Bernabeu, but it could ultimately have been worse.
Frank Lampard oversaw a performance that lacked any real punch going forward - bar an early chance for Joao Felix - and the temporary Chelsea boss was forced to watch his side dominated by their hosts, even though Real Madrid never really hit the heights they are capable of.
Karim Benzema opened the scoring with his 20th goal against English opposition, before Ben Chilwell was given a straight red card for hauling down Rodrygo.
Marco Asensio doubled Real's lead, and Lampard was left to rue several moments as his side very little going forward.
Here are his biggest regrets from the night.
Back five drop too deep
Gary Neville saw it coming, but for his former England teammate it was too late.
Twenty minutes had been played at the Bernabeu when the ex-Manchester United defender tweeted: " Chelsea wing backs have to run forward and the back 3 spread when they get in possession or they will never get out!"
Then the next time they did get out it was to walk back to the halfway line for kick-off.
Reece James and Ben Chilwell had become pinned back on the edge of their penalty area, and the pair - usually so full at attacking intent - were stood in a line with the three central defenders.
As Wesley Fofana, Thiago Silva and Kalidou Koulibaly were all effectively marking Benzema, that allowed for so much space in front of them as Real pushed forward into space.
Neville had spotted the issue, and soon enough Dani Carvajal had the room to pick his pass, Vinicius was bearing down and goal and Benzema had a tap in.
Real can do this to every team, but Chelsea had dropped too deep and allowed them the room.
Registration devastation
Lampard wasn't on the scene when Chelsea had to register their Champions League squad for the knockout stages, but he's sure to have rued the decisions to omit both Benoit Badiashile and Pierre-Emerick Aubameyang from the group.
Alright, we all know Aubameyang hasn't pulled up any trees in west London, but the last time he was at the Bernabeu he scored twice in a 4-0 win for Barcelona just over a year ago. It is fairly ludicrous that he's not been given a chance at his current club given their lack of a focal point in attack, which would have been useful here.
Badiashile, the £35m January signing from Monaco, was another of the senior options left out of the squad after his arrival, and Lampard could have done with him at the back as the decidedly rusty Kalidou Koulibaly struggled before eventually limping off.
Marc Cucurella's excitement gets the better of him
Lampard opted to throw Marc Cucurella into the back three when Koulibaly had to go off, and that's despite having Trevoh Chalobah available to him on the bench.
Chalobah was one of the young players who benefitted from Lampard's trust in them in his first spell, and he'll hope that his return will lead to more opportunities for him.
It was Cucurella he turned to here though, and straight away the Spaniard charged forward and allowed Rodrygo to run in behind and up against Chilwell, who knew what was coming when he brought him down.
It was a red card for Chilwell, but he'd been set up for it by his teammate.
