Chelsea were beaten 3-0 by the Italians on another bad night for Antonio Conte, as he questioned his side's desire when their backs were against the wall.
His defence was brutally exposed as N’Golo Kante missed out again despite returning to training after injury.
Stephan El Shaarawy scored inside a minute as he hammered home after Edin Dzeko’s knockdown.
And the Egypt star doubled the lead before the break as things turned worse for Chelsea.
Diego Perotti then made it three after the hour mark with Roma moving above Chelsea as group leaders.
“Where I'm really disappointed is the second half. Roma showed a lot more desire than we did,” Conte said.
“Honestly think we played well in the first half and we were very unlucky. Conceded goal we cd have avoided.”
And Thibaut Courtois admits they lost their fighting spirit as the game ran away from them.
Chelsea were beaten by Roma as Manchester United closed in on the last 16
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Tue, October 31, 2017
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”I thought we played well in the first half but in the second half we seemed to drop our fighting spirit and I don't know what happened,” he said.
"It is hard to say what the problem is. This season every game is a hard game. We have to find that balance again.
"And keeping that mentality of not conceding goals and keeping clean sheets."
And Phil Neville claims the man who swapped Stamford Bridge for Old Trafford is making all the difference this year.
“What's gone wrong for Chelsea? One word. Matic,” he said on BBC 5 live.
“It's as simple as that. The minute they sold Nemanja Matic was a mistake.
Chelsea were beaten by Roma on a horror night in the Champions League
“When you had Matic sat in front of you, alongside Kante, there was protection.
“Whoever made that decision needs sacking. That is one of the poorest decisions I have ever seen in the Premier League.”
Meanwhile in Manchester, United eased to victory against Benfica after Anthony Martial missed a first half penalty.
Matic struck the post only for it to cannon off young goalkeeper Mile Svilar and go in – after his mistake at the death of the last meeting two weeks ago which cost Benfica the game.
Daley Blind then struck to see United clear.
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Tue, October 31, 2017
Anthony Martial missed a penalty against Benfica and fans were not impressed
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CSKA Moscow’s late winner against Basel means United are yet to qualify but one point from their final two games sees them into the last 16.
“It was good to keep winning and a very important three points for us,” Matic said.
“Benfica played well tonight but we showed character. I hope the supporters enjoyed it.
"Benfica did not surprise me, they are a talented team and I knew they would come here to play good football. I was there two-and-a-half years and they do not deserve to have any points.
"We have to be focussed until the end, we have to fight in the last two games and will go out to win them."
Jose Mourinho's side are on the brink of moving into the last 16
And Mourinho was pleased with the performance and the players who came into the side.
"I am more than happy," he said.
"We changed a lot of players, we broke the natural dynamic and routines of the team and we played a kid (Scott McTominay) from the academy.
"We scored two goals, did not concede, gained three more points, more money for the club because every victory means money and did not have any significant injuries."
Elswhere Celtic lost 2-1 to Bayern Munich after briefly being level in the second half.
Barcelona were held by Greek side Olympiakos and Atletico Madrid drew with Qarabag.
PSG beat Anderlecht 5-0 and Juventus were held 1-1 by Sporting Lisbon.