Two Wayne Rooney headers midway through the second half gave Manchester United a slightly fortunate 3-2 win at AC Milan in their pulsating Champions League last 16 first leg on Tuesday.

England striker Rooney, who worked tirelessly all night upfront alone, then sent a looping header into the top corner on 66 minutes after Valencia crossed with one of his first touches of the ball having replaced the lacklustre Nani.

An unmarked Rooney then proved again why he is fast becoming one of the best players in the world when he guided in Fletcher's well-weighted cross as United went a record 16 away matches unbeaten in the Champions League.

Seven-times champions Milan, who had never lost to United at home or over two legs, were quickly ahead when Ronaldinho's volley deflected in off Michael Carrick following a free kick from former United midfielder David Beckham.

Beckham sent in a free kick and United left back Patrice Evra made a hash of a clearance, sending the ball across the box where Ronaldinho was waiting to lash in a volley off Carrick.

The Brazilian is still not quite as sparkling as he was in his heyday at Barcelona but he produced several cute flicks and forced Edwin van der Sar into three neat saves.

The hosts had a series of other chances before Paul Scholes swung at a Darren Fletcher cross with his right foot, the ball hit his left shin and then bobbled in off the post in the 36th minute.

United then became favourites ahead of the second leg on March 10 when Rooney found the net with his superb double headers.

Substitute Clarence Seedorf pulled one back five minutes from time with a superb backheel but Milan failed to equalise after huge late pressure where United's Carrick was dismissed for two bookings.

United fans again noisily protested against owners the Glazer family in Milan's main square before kickoff but they were soon silenced at a rocking 80,000 capacity San Siro.

Beckham, who won the 1999 trophy with United, had a decent game in his first appearance against his former club and shot over with a trademark free kick.

The midfielder started well before watching the English champions seize a 3-2 win at AC Milan.

Beckham, on loan at Milan from Los Angeles Galaxy, started the Champions League first knockout round, first leg at the San Siro and was soon in the action when his free kick led to Ronaldinho grabbing a third-minute opener.

His influence began to wane, however, and he was taken off after 72 minutes with the score at 2-1 to United thanks to a Paul Scholes fluke and a Wayne Rooney header.

"I enjoyed it. The (United) fans were great to me. It's always great to play in front of a full house here," the England midfielder told Sky Sports News after hearing United fans sing There's only one David Beckham when he went off.

A spectacular goal by Jean Makoun gave Olympique Lyon a 1-0 win over Real Madrid in their Champions League last-16 first leg on Tuesday, handing the Spaniards their first away defeat in this season's competition.

Lyon picked up a third successive home win over Real in the Champions League after the Cameroon midfielder drove a stunning 25-metre shot into the top corner of the net in the 47th minute.

Sidney Govou went close for Lyon with two early volleys and the hosts almost broke the deadlock before the interval when a superb long-range volley by Cesar Delgado hit the post.

Makoun put the home team in front soon after the restart and Lisandro Lopez almost made it 2-0 when he shot just wide.

Real, who last reached the quarter-finals in 2004, dominated possession but failed to create many chances despite Cristiano Ronaldo's efforts up front.

The Madrid club, hoping to reach the final in May at their own Bernabeu stadium, host Lyon in the second leg on March 10.

Nine-times European champions Real took control in the first half without seriously threatening home goalkeeper Hugo Lloris.

Ronaldo tried to set up Gonzalo Higuain in the box with a clever back-heel but Lyon's defenders reacted more quickly than the Argentine striker.

Lloris then saved a deflected shot by Ronaldo and another attempt by Higuain from close range to keep a clean sheet.