Cristiano Ronaldo's three goals were enough to get the win over Atletico in a game that for a while looked like it could end up in a draw.
Atletico started in a 4-2-3-1 shape with Adrian playing just off Falcao up front, Arda Turan on the left and Diego tucked inside on the right. Real also played as a 4-2-3-1 with Coentrao coming in for Marcelo at left back, Di Maria starting on the right of the line of three and Benzema up front.
Real Madrid as usual looked to dominate possession and penetrate with their first and second line and full backs moving high. Di Maria was moving in from the left hand side and got a shot on the counter attack early on. Both Arbeloa and Coentrao were getting forward but it was on the left hand side where they particularly looked to create, with the Portuguese duo of Coentrao and Ronaldo linking up, and with Diego fairly narrow between the lines for Atletico, Gabi, the right-sided holding midfielder, often had to go across to cover and get numerical equality to defend on that side. Ronaldo looked to use his 1v1 ability to go past players and create space for other nearby players and Real also looked to stretch Perea laterally behind the forward-going Juanfran, with Benzema, Ronaldo and Kaka testing the centre back.
Atletico themselves looked to attack in the wide areas particularly with the full backs but the main threat was the link up of Diego and Falcao. Diego was playing on the right but came very narrow and between the lines and often got space because it was difficult to track him coming inside. He created a chance for Falcao when he ran at the Real defence and played a tight diagonal pass behind for the forward, whose shot was saved by Casillas.
Both teams looked dangerous on the counter attack with Ronaldo on the left for Real and Atletico attacking with variety, with Falcao providing length and able to have direct passes into him or behind, Diego moving between the lines and Adrian looking behind the defence to create space.
Real looked the most likely to score though with passes into feet of the second line to bring players out of position and the switch from right to left creating space. They might have won a penalty when Ronaldo caused problems for Juanfran and Gabi on the left and went over under a challenge from the holding midfielder. It didn't make a difference however because a few minutes later he hit a wonderful free kick from 30 yards out which beat Courtois in the home side's goal.
Real had a couple of good chances after that to make it 2-0; first a diagonal cross in from Di Maria on the right to Benzema running behind but the forward was unable to get his header on target. Then one of the few times Kaka found space to run at the defence, he played a pass into feet for Ronaldo who took on Juanfran and hit a left footed shot which was saved by Courtois at his near post.
Atletico also threatened after the goal though, with both full backs getting space for crosses into the box and Diego linking up to play wall passes to them. Juanfran got space for a low cross from the right which went all the way to Filipe on the far side but the left back hit it over. Then Diego got space in between the defence and midfield to take a shot from just outside the area but it went well wide.
Mesut Ozil came on for Kaka in a straight swap at half time. Other than that, Real again looked to attack by creating numerical superiority on the left and making space for Arbeloa to move forward on the right with Di Maria moving inside.
Atletico still looked dangerous though with Arda Turan linking up with Falcao coming deep to create space for the second line to make overlaps in the opening minutes of the second period. Then Diego again had space and time to link up with players out wide and he played a pass to Adrian on the left who put a good cross in for Falcao to header into the corner.
With Atletico's holding players coming deep defensively, Ozil wasn't getting space between the lines other than on the counter attack but he was linking up with the wide players which created a chance for Coentrao who made an overlap inside on the left but his shot got deflected wide by Perea who was getting increasingly stretched.
Atletico were lacking cover and pressure on the ball on that side though with Diego often failing to track back because of his attacking position and Ronaldo was allowed space to cut onto his right foot, though it was another great strike which put Real 2-1 ahead.
Higuian came on for Benzema and the away side started concentrating on the counter attack, with Atletico starting to have more possession and attack. The full backs were getting free high up and two crosses created chances for Falcao at the far post for headers. Koke came on for Arda Turan and Diego moved into a permanent position in the middle.
However Real's counter attacks were a constant threat, with the four players in the first and second line moving forward quickly, with Higuain providing length. However their third goal came from a bad mistake by Godin.
The ball was played into the feet of Ronaldo to bring Juanfran out of position and Coentrao was then played in behind, with Perea coming across to close down. The left back played a pass into Higuian who looked to be moving wide under pressure from Godin but the centre back made a bad error by giving away a foul in the area and Ronaldo finished it off to make it 3-1.
Real still looked threatening on the counter attack with Ronaldo forcing a good save from Courtois after an untracked run behind and a couple of minutes later he ran inside on the left and played a diagonal pass to the substitute Callejon on the right who controlled and finished well.
Real's ability and link ups with the high-moving full backs in the wide areas were evident throughout, though it took a couple of great strikes and a penalty from Ronaldo to get three of the goals. Falcao's direct attributes and Diego's inside movement on the right caused problems for Real but the away side were the better side overall and got the win, albeit a win that ended up flattering them.