United manager Sir Alex Ferguson opted for 10 changes to the team that defeated the Blues in their last league match on Sunday. Blues manager Roberto Di Matteo, on the other hand, made six changes to the Chelsea team from Sunday's match.
A dramatic game that saw United take the lead thrice in regulation play was eventually decided in extra time.
Once Di Matteo brought Chelsea big-hitters Eden Hazard, Oscar and Ramires on in the second half, it was always going to be a struggle for the United second string and especially its inexperienced defence.
United were only a few seconds away from a famous 3-2 victory when Scott Wootton bundled over Ramires in the box. This allowed Eden Hazard to equalize from the penalty spot with the last touch of regulation time.
From that moment on, Chelsea were ahead, and they eventually ran out 5-4 as the winners at the end of extra time.
Here is a look at how the Manchester United players rated in this game.