In Sunday's clash at Stamford Bridge, Manchester United won 3-2 and there were plenty of storylines to take out of the match.
One of them was the sendings off of Branislav Ivanovic and Fernando Torres in the second half, which makes both players ineligible for Wednesday's match.
With Chelsea down to nine men, United were able to score the winner in a match at Stamford Bridge that did not shy away from controversy and left plenty to talk about heading into Wednesday's match, which is also at Chelsea's home ground.
Before losing to United in their EPL match on Sunday, Chelsea suffered a loss during Champions League play against Shakhtar Donetsk on Tuesday as well.
In their first match in the Capital One Cup this season, the Blues cruised to a 6-0 victory over Wolves at home.
Before defeating Chelsea on Sunday, Manchester United were the only English club to win during the week in the Champions League as they came from behind to take down Portuguese side Braga, in a win 3-2 at home.
United faced another EPL side in their third round fixture in the Capital One Cup as they defeated Newcastle United by a 2-1 score.
Injuries and Suspensions
Chelsea will be without Ivanovic and Torres after both players were sent off in the second half of Sunday's match.
The Blues will also be without defender John Terry due to suspension and midfielder Frank Lampard because of a calf injury he suffered against Shakhtar Donetsk on Tuesday in the Champions League.
Manchester United do not have any players suspended heading into the match, but they still have a few players out due to injuries.
The biggest name on the United injury list remains Nemanja Vidic, who is joined by Phil Jones and Shinji Kagawa as players who will be unavailable to Sir Alex Ferguson on Wednesday.
Who Wins Wednesday's Match?
As always with the Capital One Cup, most managers tend to play their fringe players or young players in the early rounds of the competition.
On Wednesday, both Roberto Di Matteo and Ferguson may be forced to play their younger players as both clubs have a congested fixture list for the next month.
Both clubs have to play four more EPL matches and two matches in the Champions League before the month of November ends.
With a smaller competition like the Capital One Cup on the schedule, it will be a chance for both managers to rest their stars.
All that basically means is if you are looking for Robin van Persie, Wayne Rooney, Eden Hazard, Oscar and others, you will not find them on the pitch Wednesday.
Chelsea Projected Starting 11
Ross Turnbull (GK), Cesar Azpilicueta, Gary Cahill, David Luiz, Paulo Ferreira, Oriol Romeu, Ramires, Ryan Bertrand, Marko Marin, Victor Moses, Daniel Sturridge
Di Matteo will likely employ the newcomer Azpilicueta and the wily veteran Ferreira at full-back either side of his two rocks in the center of defense in Cahill and Luiz.
Bertrand should get another chance to play in midfield, while the Sturridge experiment up front will begin while Torres is out due to suspension.
Moses could be given a chance on the right wing with Marin setting up in the middle of midfield, while Romeu and Ramires would be the pair of defensive midfielders in the 4-2-3-1 formation.
This is not the best lineup Di Matteo could put out on the pitch, but with three suspensions to key players and some stars like Hazard and Oscar needing rest, this 11 will be ideal for the situation surrounding the Chelsea team at the moment.
Manchester United Projected Starting 11
David de Gea (GK), Alexander Buttner, Jonny Evans, Scott Wootton, Rafael, Darren Fletcher, Anderson, Nick Powell, Ryan Giggs, Javier Hernandez, Danny Welbeck
United's lineup is harder to predict because of the depth they have and the lack of suspensions affecting the club.
Last time, Ferguson and company played in the competition they were facing a defensive crisis but now with Evans healthy look for him to be the rock in defense alongside the youngster Wootton.
Buttner is almost a lock to start at left-back and Rafael should get another start on the right side of defense.
The experience of Fletcher in the midfield is something that Ferguson banks on in cup competitions and with Giggs not starting against Chelsea on Sunday, look for him to be in contention for a starting spot when Wednesday rolls around.
Up front, Ferguson should go with both Hernandez and Welbeck in a 4-4-2 formation to give the deadly duo of Van Persie and Rooney a day off.
Both forwards are proven goal scorers and it seems that fighting for a starting position alongside the top two on the depth chart has lit a fire under both Hernandez and Welbeck to perform better.
Prediction: Chelsea 1, Manchester United 2
United will start the better side on Wednesday if recent trends in the competition hold form and even if Chelsea pack a deadly punch off the bench, the United starters will have the match sealed up before players like Hazard can make a late impact.
Look for one or both of the United forwards to score at Stamford Bridge, with the veteran Giggs being the provider.