The match got off to a blistering pace at Sun Life Stadium in Miami Gardens, Fla., as Real Madrid pressured Chelsea early.
Summer addition Isco sprayed the ball wide to Karim Benzema in the second minute, who put just a bit too much steam behind his pass to Cristiano Ronaldo.
Moments later, it was Luka Modric who was threatening, splitting the Blues defense before finding Benzema on the left side, who tested the net early.
Mesut Ozil found Marcelo down the left side in the seventh minute, but Marcelo's attempt was high and wide, adding to Chelsea's anxiety.
After an early onslaught, Chelsea simmered down a bit on the pitch. Frank Lampard lofted a menacing ball toward Romelu Lukaku, but the reliable Pepe headed the ball out of danger's way.
Ronaldo displayed some nifty footwork in the 14th minute before firing a shot toward goal, but Branislav Ivanovic was there to take it flush in the face.
But moments later, Madrid converted, as Marcelo found some space at the top of the box before blasting a shot into the bottom-right corner of net. Chelsea goalkeeper Petr Cech may have done better on that one, but it was a smart shot by Marcelo nonetheless.
But Chelsea stormed back in tremendous fashion two minutes later, as Ramires, Eden Hazard and Lukaku exchanged passes before Lukaku found Ramires. The Brazilian knew what to do from there, lofting the ball beyond the outstretched arms of Madrid goalkeeper Iker Casillas.
Ronaldo threatened right back in the 19th minute, firing off a shot off a block from Oscar, but the shot skimmed wide off the post.
Los Blancos received a series of free kicks in the next few minutes, but Chelsea's defense held strong.
In the 27th minute, Lampard unleashed a shot toward goal from about 20 yards out, but Casillas was there with a nice save.
But, after a couple of wasted chances by Chelsea, it was only a matter of time before Ronaldo would score. The deadly striker earned a free kick in the 30th minute. From 25 yards out, Ronaldo swung a beauty into the top-left corner of net, giving Cech no chance to save.
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Just before the half ended, Chelsea wasted a golden opportunity to equalize, as the ball got through the Madrid defense, only to see Lampard fail to take advantage.
Los Blancos held possession for 61 percent of the first half. The Spaniards also managed 12 shots (three on goal) to Chelsea's six (three on goal).
Right from the start of the second half, Hazard looked to equalize for Chelsea, winding his way through the Madrid defense before swinging a shot toward goal. But Casillas was once again there with a finger-tip save, keeping Madrid in front.
Chelsea was clearly determined to score in the early going of the half, showing the desire needed to topple the Spaniards.
But time and time again Casillas put the clamps down on the Blues, saving attempts from Ivanovic and Hazard.
That led to another Ronaldo goal in the 57th minute, as the Chelsea defense completely missed the winger running down the center of the field. A cross by Isco and a header by Ronaldo into the net and Los Blancos had a 3-1 lead.
Ronaldo's second goal of the night appeared to take the air out of Chelsea's sails. As the minutes piled up, the Blues lost the swagger they had early in the second half. Of course, a two-goal disadvantage against Madrid will do that to you.
The only thing that appeared to subdue Madrid's control down the stretch was a fan randomly running out onto the pitch to hug Ronaldo.
Madrid calmly and professionally kept possession for the majority of the half, while sprinkling in some more shots in Cech's direction. It was a convincing 3-1 victory in the end.
Ronaldo was by far the best player on the pitch on Wednesday, constantly winning free kicks and converting a couple of opportunities with precision. His teammates weren't bad, either.
Real Madrid Team Grades
Chelsea Team Grades
|Marco van Ginkel||C|