League Two side Rotherham came from behind to humble last season's Carling Cup semi-finalists Derby County.
Championship outfit Derby went ahead after 11 minutes when Lee Croft pulled the ball back across the edge of the area for Gary Teale to drill home.
Paul Warne hit back for Rotherham when he pounced from 10 yards out and dispatched his shot into the corner.
And, on 64 minutes, Nicky Law crossed from the left and Warne laid the ball off for Kevin Ellison to fire home.
Derby, beaten by Manchester United in the Carling Cup semi final last season, struggled to find any sort of rhythm against Rotherham and boss Nigel Clough admitted the home side were worthy winners.
"Rotherham thoroughly deserved it," he said.
"I was disappointed by the manner of the defeat but I thought Rotherham thoroughly deserved their victory, but it's the manner in which you lose, not just the fact of losing."
Clough's side got their Championship campaign off to a winning start against Peterborough on Saturday but injuries to key players Rob Hulse and Chris Porter have depleted the forward line, a fact compounded when Steve Davies limped off after 15 minutes.
"We weren't as good as we were on Saturday. Having gone a goal up to go and then concede two goals in normal time and in the manner in which we did, I am very disappointed," he said.
"We didn't pass the ball around, but credit to Rotherham for the way they closed us down. We nicked the goal and were looking to get through to half time, but we didn't."
Rotherham boss Mark Robins praised his players for pulling off one of the biggest cup upsets of the first round.
"We started the game brightly and had a couple of half chances, but they scored with their first attack, but we didn't lose any heart from it," he said.
"It was a big scalp for us and I am delighted. I am pleased with the manner of the performance and the manner of the win, and I am delighted for Paul Warne."
Live text and stats
Tuesday, 11 August 2009
Carling Cup
Home Team
Score
Away Team
Time
Rotherham
2-1
Derby
FT
(HT 1-1)
Warne 44
Ellison 65
Teale 11
Rotherham
01 Warrington
03 Green
05 Sharps
06 Fenton
25 Mills
02 Tonge
08 Taylor
10 Law
15 Ellison (Liddell 70)
16 Warne
09 Pope
Substitutes
30 Annerson,
12 Joseph,
14 Lynch,
04 Harrison,
07 Cummins,
29 Liddell,
20 Taylor
Derby
01 Bywater
02 Connolly yellow card
05 Addison
17 Buxton
21 Moxey
07 Croft
08 Savage
11 Teale
16 Pearson
18 Pringle (McEveley 80)
20 Davies (Varney 15)
Substitutes
13 Deeney,
03 McEveley,
06 Leacock,
14 Sean Barker,
22 Mendy,
15 Varney
Ref: WebbAtt: 4,345
ROTHERHAM
DERBY
Possession
Rotherham53%
Derby47%
Attempts on target
Rotherham4
Derby4
Attempts off target
Rotherham4
Derby1
Corners
Rotherham3
Derby4
Fouls
Rotherham8
Derby15
Final Result
Full Time
90:00+2:09 The final whistle goes and the game is over.
90:00+1:32 Dean Moxey takes a shot. Save by Andy Warrington.
90:00+0:33 Dean Moxey takes a shot from long distance which goes wide of the right-hand post.
90:00+0:05 The referee blows for offside. Stephen Bywater takes the indirect free kick.
88:58 The ball is sent over by Paul Connolly, clearance by Ian Sharps.
87:39 Luke Varney takes a shot. Andy Warrington makes a save.
87:06 Free kick awarded for an unfair challenge on Robbie Savage by Pablo Mills. Stephen Bywater restarts play with the free kick.
86:20 The assistant referee flags for offside against Luke Varney. Andy Warrington takes the indirect free kick.
85:55 Pablo Mills takes a shot. Stephen Bywater makes a save.
84:18 Foul by Luke Varney on Jason Taylor, free kick awarded. Direct free kick taken by Pablo Mills.
82:08 Unfair challenge on Gary Teale by Nick Fenton results in a free kick. The free kick is swung in right-footed by Robbie Savage, Jason Taylor manages to make a clearance.
80:31 Shot by Paul Warne from a long way out goes over the target.
79:51 Substitution James McEveley replaces Ben Pringle.
79:01 Short corner taken by Robbie Savage from the right by-line.
72:38 Luke Varney concedes a free kick for a foul on Nick Fenton. Direct free kick taken by Nick Fenton.
69:58 Substitution Andy Liddell on for Kevin Ellison.
69:06 Foul by Miles Addison on Tom Pope, free kick awarded. Nick Fenton restarts play with the free kick.
66:26 Foul by Lee Croft on Jamie Green, free kick awarded. Nick Fenton restarts play with the free kick.
64:12 Paul Warne provided the assist for the goal.
64:12 GOAL - Kevin Ellison:Rotherham 2 - 1 Derby Kevin Ellison scores a goal from inside the penalty area to the bottom right corner of the goal. Rotherham 2-1 Derby.
63:25 Lee Croft is flagged offside by the assistant referee. Andy Warrington takes the free kick.
62:53 Ben Pringle takes a outswinging corner to the near post, clearance made by Pablo Mills.
61:59 Paul Warne is flagged offside by the assistant referee. Free kick taken by Stephen Bywater.
61:05 Nicky Law challenges Dean Moxey unfairly and gives away a free kick. Dean Moxey takes the free kick.
57:20 The referee blows for offside against Paul Warne. Stephen Bywater takes the indirect free kick.
56:44 Luke Varney is caught offside. Indirect free kick taken by Ian Sharps.
55:20 Unfair challenge on Dean Moxey by Paul Warne results in a free kick. Dean Moxey takes the free kick.
51:38 Unfair challenge on Luke Varney by Ian Sharps results in a free kick. Free kick crossed right-footed by Gary Teale.
51:11 Nicky Law challenges Dean Moxey unfairly and gives away a free kick. Dean Moxey takes the direct free kick.
50:30 The referee blows for offside against Paul Warne. Stephen Bywater takes the indirect free kick.
48:58 Ben Pringle is flagged offside by the assistant referee. Free kick taken by Andy Warrington.
48:04 Nicky Law takes the inswinging corner, Stephen Bywater makes a save.
47:10 Robbie Savage challenges Paul Warne unfairly and gives away a free kick. Shot comes in from Kevin Ellison from the free kick, Robbie Savage gets a block in.
46:28 The referee blows for offside against Luke Varney. Andy Warrington takes the indirect free kick.
45:01 The game restarts for the second half.
Half Time
45:00+2:10 The ref blows to end the first period.
45:00+1:51 Foul by Jason Taylor on Ben Pringle, free kick awarded. Free kick taken by Stephen Bywater.
43:40 Kevin Ellison provided the assist for the goal.
43:40 GOAL - Paul Warne:Rotherham 1 - 1 Derby Paul Warne gets on the score sheet with a goal from inside the box to the bottom right corner of the goal. Rotherham 1-1 Derby.
42:38 Jamie Green restarts play with the free kick.
42:38 Booking Paul Connolly receives a yellow card.
42:20 Paul Connolly challenges Paul Warne unfairly and gives away a free kick.
41:13 Outswinging corner taken from the right by-line by Nicky Law.
38:18 Outswinging corner taken from the right by-line by Lee Croft, free kick awarded for a foul by Miles Addison on Ian Sharps. Andy Warrington takes the direct free kick.
38:07 Ben Pringle takes a shot. Nick Fenton gets a block in.
37:49 The assistant referee signals for offside against Kevin Ellison. Free kick taken by Robbie Savage.
36:26 The offside flag is raised against Lee Croft. Andy Warrington takes the indirect free kick.
34:49 Free kick awarded for a foul by Nick Fenton on Luke Varney. Free kick crossed left-footed by Ben Pringle, Andy Warrington makes a save.
34:12 The official flags Kevin Ellison offside. Stephen Bywater takes the free kick.
33:07 Ben Pringle gives away a free kick for an unfair challenge on Jason Taylor. The free kick is delivered right-footed by Nicky Law from right channel, clearance made by Dean Moxey.
31:32 Paul Warne fouled by Stephen Pearson, the ref awards a free kick. Andy Warrington restarts play with the free kick.
29:01 Free kick awarded for a foul by Luke Varney on Ian Sharps. Andy Warrington takes the free kick.
28:38 The referee blows for offside against Kevin Ellison. Stephen Bywater takes the indirect free kick.
28:16 The assistant referee flags for offside against Gary Teale. Dale Tonge takes the indirect free kick.
27:50 Paul Warne sends in a cross.
26:13 Tom Pope is flagged offside by the assistant referee. Stephen Bywater restarts play with the free kick.
24:28 Shot on goal by Nicky Law from inside the box goes harmlessly over the target.
21:06 Pablo Mills produces a right-footed shot from outside the penalty box and misses left.
19:20 The ball is crossed by Dean Moxey, Jamie Green manages to make a clearance.
18:15 Foul by Gary Teale on Dale Tonge, free kick awarded. Free kick crossed by Nicky Law, Stephen Pearson manages to make a clearance.
17:13 Lee Croft gives away a free kick for an unfair challenge on Jamie Green. Direct free kick taken by Nick Fenton.
16:41 Corner taken right-footed by Lee Croft, Unfair challenge on Nick Fenton by Jake Buxton results in a free kick. Andy Warrington restarts play with the free kick.
15:59 The referee blows for offside. Robbie Savage restarts play with the free kick.
Correction - 14:33 Stephen Bywater takes the indirect free kick.
Correction - 14:33 Substitution Luke Varney comes on in place of Steve Davies.
Correction - 14:33 The referee blows for offside.
14:33 Indirect free kick taken by Stephen Bywater.
14:33 Substitution Steve Davies goes off and Luke Varney comes on.
14:33 The referee blows for offside against Kevin Ellison.
11:39 Steve Davies challenges Nick Fenton unfairly and gives away a free kick. Nick Fenton takes the direct free kick.
10:35 Assist on the goal came from Lee Croft.
10:35 GOAL - Gary Teale:Rotherham 0 - 1 Derby Gary Teale gets on the score sheet with a goal from inside the box to the bottom left corner of the goal. Rotherham 0-1 Derby.
5:45 The referee blows for offside against Steve Davies. Andy Warrington takes the free kick.
3:37 Kevin Ellison takes a corner.
2:58 Dean Moxey challenges Paul Warne unfairly and gives away a free kick. Nicky Law crosses the ball in from the free kick, Jake Buxton manages to make a clearance.
0:33 Effort from inside the area by Paul Warne misses to the left of the target.
0:00 The ref blows the whistle to start the match.
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