Chelsea boss Andre Villas-Boas admits he's fearful of Napoli, after being paired with the Serie A side in the Champions League last-16.
Despite finishing top of Group E, The Blues have been handed a tough looking tie against a Napoli side who finished above Manchester City in the group phase.
And Villas-Boas is worried by the proposition of City's conquerers.
"I think we have one of the most difficult draws but whichever team you get in the last 16 will be a difficult team," he said.
"Napoli is a club that represents the city and the city has great empathy with the club. It has a tremendous fan base and it is one of the most difficult and exciting games of the last 16, no doubt about it.
"They are a side that works collectively very well and [Napoli coach] Walter Mazzarri has always been a coach that organises his teams very well.
"They have been improving tremendously under his guidance and have been gaining the results that they want and they expect.
"They are fully motivated and they have a lot of talent coming through like [Marek] Hamsik and [Edinson] Cavani. They have a lot of talent throughout."
The Blues have the advantage of playing the first leg at home to the Italians, with a the fallback of the second leg at Stamford Bridge to help finish off the job.
"It is always good [to play the second leg at home] but we have to make sure we create the same environment at home as in the Stadio San Paolo in Naples, because it is one of the biggest stadiums in the world and the empathy between club and city comes to enormous proportions at the game."