There was little the keeper could do to keep Benzema out but was unlucky to see Ozil's shot dribble into the net. He made a great save from a stinging Ronaldo effort in the first-half in a fairly impressive display.
Dealt well with the Madrid wingers throughout and he also tucked in well. He was very reserved and focused on keeping his flank on lockdown, something that he managed to do for the majority of the game.
The Portuguese was solid on his return to the side, keeping things compact at the back to limit the space available through the middle. However, he was clumsy in challenging Benzema in the 72nd minute and Ozil fired in the winner from the resulting free-kick.
An unfortunate slip allowed Callejon to set up Benzema for Madrid's first but he atoned with a fantastic tackle in the area on the Frenchman in the 32nd minute. He did not let that unfortunate incident effect the rest of his game.
A decent display from the right-back as he limited the impact of Di Maria in the second-half. He was composed and picked his moments to push forward well in a competent outing against the champions.
Would perhaps have expected a bit more competition in the middle of the park but Madrid seemed a bit intimidated by their surroundings. He moved the ball about well and hardly set a foot wrong all evening.
The 30-year-old put in another impressive display as he pulled the strings in behind Manucho. His touch was good, he made some great passes, and was perhaps unlucky not to have got himself a goal.
The German had a fantastic game as his two corners created his team's two goals, the second as a direct assist. He had Casillas worried with a powerful free kick but was forced off in the first-half with a hamstring injury.
Reacted well to send Ebert's corner back into the path of Manucho for the game's first goal. He did well to limit the space for Ozil until the German popped up with a moment of brilliance to score in the 45th minute.
Looked dangerous early on but was culpable for Madrid's first equaliser after a painfully short pass set gave away possession. He kept Arbeloa occupied and provided a positive outlet for his side.
The former Manchester United striker was clinical in front of goal. After a simple opener he held off Ramos to add a second. He also chipped in defensively from set-plays in a brilliant evening.
The keeper did not command his area as effectively as he could. Was neglected by his defence for the opener but should have come to claim Ebert's corner on the second. He managed to keep out a few shots after the break.
A relatively ineffectual evening from the full-back. He was not given the chance to get forward and he was slow to close down opponents inside his half. He was withdrawn midway through the second period.
Made a few clumsy challenges but ultimately enjoyed a solid enough game. He could have orchestrated the defence a bit better and used his experience to help give his team a more solid base at the back.
The young left-back failed to convince in the first-half and was taken off at half-time after some less than inspiring defending.
Chased the ball and missed it, leaving Manucho free to score the opener. He was equally culpable for the second as he failed to challenge Manucho aerially inside the six-yard box but came close to atoning with two impressive second-half headers.
Looked eager to pass the ball and move forward early on but soon had to refocus. He failed to screen the defence properly as Valladolid worked the ball through the centre well. Not his greatest performance.
It was an odd performance from the midfielder as he was unusually wasteful in possession. He spent a lot of time chasing shadows in the midfield and did not get enough time to sit on the ball and pick his pass.
The German was largely quiet in the first-half as a compact defence meant he was starved of space. However, he took matters into his own hands and netted two goals of real class to bring Madrid from behind to win.
Ended a run of four games without a goal as he tapped home from Callejon's pass in the first-half. He proved to be a real nuisance for the Valladolid defence despite relatively poor service.
His chasing forced Omar into a mistake in the first-half and he took full advantage, assisting Benzema for the opener. He continued to work hard but was moved back to left-back for the second period and coped well.
Not quite what has come to be expected of the Portuguese as he failed to create anything of note. A bad pass to Ozil wasted a chance on the break and that summed up his night. He lacked conviction in the final third.
Brought on for Benzema in the 73rd minute to tighten things up at the back and was effective in seeing the game out.
Á. di María
Replaced Nacho at half-time and instantly provided a more direct option in the wide areas. He put some decent crosses into the area and help instigate the Madrid comeback.
Came on for Arbeloa in the 62nd minute and instantly offered a greater degree of creativity in the midfield.