The nine-times European champions host Bayern Munich after the sides drew 1-1 in the first leg of the first knockout-round tie, a game dominated by the Germans who would surely have won but for a late mistake by goalkeeper Oliver Kahn.
Real's task has been made tougher by the absence of injured Brazil striker Ronaldo and suspended left-back Roberto Carlos, though Spain forward Raul should be fit after shaking off an ankle injury.
"We played well in the first leg, even if the result wasn't too good," Bayern coach Ottmar Hitzfeld told reporters on Tuesday.
"The feeling in the squad is good. Real Madrid are the favourites because they're playing at home but we have our chances."
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In-form Arsenal should see off Celta Vigo after winning the first leg 3-2 in Spain, the runaway premier league leaders warming up for the second leg at Highbury with an impressive 5-1 demolition of Portsmouth in the FA Cup on Saturday.
"We will go into this game trying to win because that is the only way we can play," Arsenal manager Arsene Wenger said.
"If we suddenly just try to kick the ball into the stand or kill time to defend the lead, that is not us, so we want to be faithful to our quality."
In Wednesday's fourth match, French Ligue 1 leaders Monaco have to overturn a 2-1 first-leg deficit at home to Lokomotiv Moscow to keep their hopes alive but will be without injured skipper Ludovic Giuly.