Manchester City face Real Madrid and Atletico Madrid have to take down Bayern Munich.
The games are scheduled for April 26th/27th and May 3rd/4th.
Liverpool have things kind of easy because they drew Villareal and not Shaktar or Sevilla.
Villareal are fourth in La Liga, and have beaten both Madrid sides and drawn with Barcelona at home.
They also elmiminated both Napoli and Bayer Leverkusen from the competition and so are no pushovers.
But the second leg is at Anfield.