The Brazilian playmaker has to settle for a place among the substitutes as Jose Mourinho opts to change his formation for Wednesday's game against the Yellow Submarine
Kaka has been dropped to the bench for Real Madrid's game against Villarreal.
The Brazilian has shown glimpses of his best form recently but will have to make an impact as a sub against the Yellow Submarine.
Jose Mourinho has opted for a change in formation, with a more defensive minded midfield trio of Lassana Diarra, Sami Khedira and Xabi Alonso being preferred while Mesut Ozil will be looking to supply Cristiano Ronaldo and Gonzalo Higuain in attack.
Villarreal (4-3-1-2): Lopez; Angel, Zapata, Musacchio, Oriol; Gaspar, Senna, Bruno; Cani; Ruben, Nilmar.
Subs: Cesar, Rodriguez, De Guzman, Castellani, Camunas, Wakaso, Martinuccio
Real Madrid (4-3-3): Casillas; Arbeloa, Ramos, Pepe, Marcelo; Diarra, Khedira, Xabi Alonso; Ozil, Benzema, Ronaldo
Subs: Adán, Varane, Kaká, Granero, Altintop, Callejón, Higuaín.