Amongst those on the bench are Kaka and Mesut Ozil and are being backed to play some part as the game goes on.
Manchester City, needing a win to keep its chances of going through to the next, start with Vincent Kompany and Matija Nastasic at the back, with Edin Dzeko and Sergio Aguero leading the forward line.
Real Madrid beat Manchester City when these teams met earlier in the group stage and Jose Mourinho is backing his team to end the defending Premier League champions chances of advancing.
Manchester City v Real Madrid
Manchester City: Hart, Zabaleta, Kompany, Nastasic, Maicon, Kolarov, Nasri, Toure, Silva, Dzeko, Aguero
Subs: Pantilimon, Lescott, Milner, Sinclair, Javi Garcia, Barry, Tevez
Real Madrid: Casillas, Arbeloa, Sergio Ramos, Pepe, Fabio Coentrao, Khedira, Alonso, Di Maria, Modric, Ronaldo, Benzema
Subs: Adan, Varane, Kaka, Ozil, Albiol, Callejon, Nacho
Referee: Gianluca Rocchi (Italy)