DONETSK - Filippo Inzaghi came off the bench to score twice and create another goal for Kaka as AC Milan secured a comfortable win over Shakhtar Donetsk to go top of Group D.
Shakhtar dominated for long periods in the first half but were punished for some poor finishing as Milan ran riot in the second period.
Milan created the game's first chance after three minutes when Serginho tried a low 25-yard effort but Andrei Pyatov saved comfortably.
Shakhtar could have gone in front a minute later when Darijo Srna's dangerous cross from the right evaded everyone and Dida was able to save.
Razvan Rat's 30-yard free-kick on nine minutes looked destined for the top corner but went just the wrong side of the post and nestled in the side-netting.
Serginho sliced a clearance in his own penalty area in the 19th minute, and as the ball fell in the six-yard box Dida flapped at it before eventually claiming the loose ball at the second attempt.
Evaeyerson Brandao headed straight at Dida when he found himself unmarked on the penalty spot on 23 minutes.
Christiano Lucarelli's 33rd-minute effort rebounded to Srna whose powerful half-volley was brilliantly tipped around the post by Dida.
Five minutes after half-time Fernandinho was inches away from putting the home side in front when his low 20-yard drive whistled past the post with Dida beaten.
Andrea Pirlo's free-kick on 56 minutes was met by Massimo Ambrosini whose towering header thumped the post, while three minutes later Alberto Gillardino headed wide when well-placed.
It was the Italy striker's last action of the game as he was replaced by Inzaghi moments later.
Gennaro Gattuso's 64th-minute header was well saved by Pyatov after the combative midfielder had met Pirlo's corner.
The deadlock was broken two minutes later when Pirlo played a defence-splitting pass which left Inzaghi with just the keeper to beat.
The veteran striker made no mistake, sliding the ball coolly into the corner as Pyatov rushed out.
Shakhtar could have equalised three minutes later when Srna's cross was met by Brandao but he headed straight at Dida.
Milan doubled there lead on 72 minutes when Inzaghi controlled a long ball with his chest on the edge of the area, before passing to Kaka who beat his defender before showing the composure to curl the ball into the bottom corner.
Brandao shot straight at Dida from 20 yards after 76 minutes as the hosts looked for a way back into the match, while four minutes later Fernandinho brilliantly shuffled past three Milan defenders but his shot was deflected over the bar.
Brandao then created space for himself on the edge of the box in the 82nd minute but his shot was smartly saved by the busy Dida.
Shakhtar were dealt a further blow on 86 minutes when Srna took a dive in the penalty box and in doing so appeared to seriously injure his arm as he fell.
And to round off the hosts' misery, Inzaghi made it three in stoppage time when Milan broke through Pirlo and Kaka, the Brazilian squaring for Inzaghi to place the ball into an empty net.
