Real Madrid edged a five-goal thriller away at the Stadio Armando Diego Maradona in the city of Naples.
It was a thrilling five-goal encounter, that saw both sides play out with attacking intent.
Napoli drew first blood, as Leo Ostigard headed home in the 19th minute of the tie. Eight minutes later, Jude Bellingham laid on Vinicius Jr to level the scores.
Jude Bellingham would go on a mazy run in the 34th minute to score a fine individual goal.
The hosts came out smoking in the second-half, and got a penalty after seven minutes, which was duly converted.
Both sides pressed for winner but it was Real Madrid who got the winning goal, as Federico Valverde fired an impressive shot in the 78th minute, which hit the bar and rebounded off the goalkeeper into the net.