Paul Scholes scored twice in the last nine minutes to haul Manchester United out of a sticky situation and to a 3-1 Champions League victory over Panathinaikos at Old Trafford.

The Greek side were on course for a surprise draw after Giorgios Karagounis cancelled out Teddy Sheringham's opener in the second half.

And it seemed United were at last going to be made to pay for yet another lacklustre performance at home in the Champions League.

But with time running out, Scholes popped up in the box to restore United's lead in the 81st minute.

Then in the last minute he applied the final blow when he chipped Panathinaikos goalkeeper Antonis Nikopolidis to score a quite delightful third.

Not for the first time in Sir Alex Ferguson's reign at Old Trafford, he sprang a couple of surprises in his team selection.

After he had insisted he had no injury problems, Ryan Giggs was absent - presumably because of hamstring trouble - while Mickael Silvestre replaced Denis Irwin at left-back.

Ferguson came into the second phase in determined mood and he had told his players "this is the real thing" after their indifferent showing in the first stage.

He claimed it was time his side cut out the defensive errors, which had cost them so dear at PSV Eindhoven and Anderlecht.

However, his message fell on deaf ears and United were woeful at the back.

Fortunately for the Reds, Fabien Barthez had been listening and he pulled off three good saves in the first half to deny Panathinaikos in this Group A opener.

Panathinaikos, who beat Juventus in their final first stage game to qualify as Group E runners-up, pushed United on the back foot and Nikos Liberopoulos blasted high and wide from a great position 20 yards out.

Alarmingly for United, the Greek side then opened them up twice in the space of a couple of minutes.

First Liberopoulos found Krzysztof Warzycha unmarked in the area only for the club's all-time leading scorer to control the ball with his hand.

Then Igor Sypniewski put Liberopoulos clean through with a back heel and Barthez pulled off a great save to keep the Group A game goalless.

United recovered their composure and Nicky Butt let fly from 20 yards with a drive, which Nikopolidis spilled and Dwight Yorke was offside as he tried to score from the rebound.

Nikopolidis looked far from convincing and David Beckham almost caught him out with a 25-yard effort, which he managed to save at the last moment with his left hand.

The Reds continued to live dangerously at the back and Panathinaikos spurned another gilt-edged chance on 24 minutes.

Fernando Galetto sent Warzycha scurrying clear on the right and the 36-year-old held off Wes Brown before shooting straight at Barthez.

United looked even more off colour than they had done against Dynamo Kiev on their last European outing.

They were unbalanced without Giggs and Scholes kept drifting in from the left-wing berth to leave a gaping hole down their right.

The game needed some inspiration and it came from an unlikely source in Phil Neville.

The England international cut in from the right, beating two men, before slipping the ball through to Sheringham on the right, and United's top scorer unleashed a shot which Nikopolidis blocked at his near post.

That seemed to spur United on and Sheringham should have done better when he rose at the back post to head Beckham's teasing cross over the bar from five yards out.

Barthez saved United a third time just before the interval when he blocked Liberopoulos's shot after the Greek international had skipped past Brown.

After presumably a few choice words from Ferguson at the break, United came out a different team in the second half and scored within two minutes of the restart.

Yorke touched on Barthez's long kick and Sheringham held off Ioannis Goumas to rifle the ball home past Nikopolidis for his 14th goal on only his 18th appearance this season.

Suddenly United looked more like their old selves and Nikopolidis saved a bouncing free-kick from Beckham struck from around 30 yards out on the right.

Yorke got in on the act and he hit a right foot effort which was smothered by Nikopolidis.

It was all United now and Beckham nearly beat Nikopolidis at his near post with a cheeky effort before Butt crossed from the right for Scholes to drag his shot wide.

Then the game turned on its head again in the 63rd minute when Panathinaikos equalised.

Gary Neville and Butt combined to foul Liberopoulos 25 yards out on the left and Giorgios Karagounis struck the free-kick right-footed into the bottom far corner.

United responded and Nikopolidis turned a Beckham shot behind for a corner.

Scholes jinked one way and then the other before hitting a right-foot shot which Nikopolidis saved at the expense of another United corner.

Scholes made no mistake in the 81st minute when Nikopolidis could only parry Silvestre's shot and the England midfielder tucked home the rebound.

The carrot-topped star showed Panathinaikos no mercy and in the final minute he chipped Nikopolidis to give United a winning margin they scarcely deserved.