GELSENKIRCHEN — Cristiano Ronaldo, Karim Benzema and Gareth Bale taught Schalke a lesson when Real Madrid visited Schalke at the same stage in the Champions League last season.
One year later, Schalke hopes it has learned enough to avoid another rout when they meet again on Wednesday.
The three stars produced a stunning attacking performance and each scored a pair of goals as Madrid romped to 6-1 win in Gelsenkirchen and later completed a 9-2 victory on aggregate.
Real Madrid went on to win its 10th title and is seeking to become the first team to retain the Champions League trophy.
Here are some things to know about Wednesday's match.
Schalke is not the same team one year later, starting with coach Roberto Di Matteo. The Italian replaced Jens Keller in October and has shored up the team's defense.
"We can draw from my experience and we want to prove that we are a better team than in the past," said Di Matteo, who won the Champions League in charge of Chelsea in 2012.
During the winter break, Schalke added central defender Matija Nastasic on loan from Manchester City. The team is in fourth place and in competition to reach the Champions League again.
But goalkeeper Fabian Giefer will not be available because of injury and Di Matteo will have to rely on 19-year-old Timon Wellenreuther.
FINDING THE TARGET
In defense, Schalke looks solid. But it has struggled to convert its chances, especially since striker Klaas-Jan Huntelaar started serving a four-match ban.
But the Dutchman is available for the Champions League and will return against Madrid. He scored Schalke's only goal at home against the Spanish team last season and it was a spectacular volley.
"We play a different system now, we are more stable in the defense," Huntelaar said on Tuesday. "I am eager to play. We have to try to score at home and hope for a good result over two games."
How much Schalke missed Huntelaar was evident in Saturday's 1-0 loss at Eintracht Frankfurt. Schalke dominated the first half, missed several good chances and then fell victim to an opportunistic second-half goal.
Schalke is not the only one struggling to score — Cristiano Ronaldo has been held scoreless in Madrid's last three matches, the first time he has gone through such a slump since February 2011.
Ronaldo only has four goals in his last 10 matches, while the Ballon d'Or winner scored 17 in his first 11 league matches.
PEPE TO THE RESCUE?
Real Madrid's dip in form since the start of 2015 coincides with a spate of injuries to its midfield and defense.
The titleholders have lost James Rodriguez (broken right foot), Luka Modric (left leg), Sergio Ramos (left leg), Pepe (ribs) and Fabio Coentrao (right leg).
But media reports say the club hopes Pepe will be back fit to play in Germany.
If not, then coach Carlo Ancelotti will again be left to rely on young center backs Raphael Varane and Nacho Fernandez, a far from equal pair to Ramos and Pepe. The two were helpless to stop Atletico Madrid from dealing Madrid its worst loss since 2010 in a 4-0 thrashing two weeks ago.
Toni Kroos immediately became a first-choice player for Ancelotti following his move from Bayern Munich last year.
Since then, Kroos has seen both midfield partners Modric and Rodriguez go down with injury, as well as the transformation of Francisco "Isco" Alarcon into a Madrid fan favorite.
But the weight of both helping out in defense and organizing the attack falls on the German.
"Playing in the center of midfield is difficult. You have to be versatile, good with and without the ball, defend well, start attacks and be strong in the challenges. It is a tough position to play in and I am trying to overcome my weaknesses," Kroos said.
Kroos insists Madrid has to respect a Schalke side that many in Spain see as a pushover.
"Schalke are enjoying success in the Bundesliga and with their new manager have become very solid in defense," he said. "We have injuries so this will be a tough challenge, but our aim is to qualify to the next round."