Madrid amassed 15 points from eight matches in the league phase, finishing ninth with five wins and three defeats. This led the side to just 9th place, one point away from Manchester City.
The Spanish giants come up against former manager Jose Mourinho once more after their 4-2 dismantling earlier this season, which Madrid will be aiming to get revenge for.
However, Madrid will be without a number of players including Éder Militão (muscle) in defense as manager Alvaro Arbeloa relies on the likes of Álvaro Carreras and Dean Huijsen to plug the gaps.
In midfield, Arbeloa will be without Jude Bellingham (Hamstring) Rodrygo (Tendonitis and suspended) and Raúl Asencio (suspended).
Finally, star man Kylian Mbappe is a doubt as Arbeloa spoke on his fitness earlier this week.
"Mbappe is doing very well. He has been dealing with small discomfort for some time and has been making efforts to play, so today we didn’t want to take risks ahead of Tuesday’s match.”
Álvaro Carreras, Dean Huijsen and Franco Mastantuono are all at risk of suspension after picking up 4 yellow cards so far.
Benfica will be seeking to channel the energy from the first leg here and without the likes of Rodrygo, Bellingham and Mbappe the Portuguese have a good chance at grabbing another impressive win.