Crystal Palace claimed a memorable victory over European champions Liverpool to reach the last 16 of the Carling Cup in a riveting encounter.
Dougie Freedman gave Palace the lead after 37 minutes when he headed Michael Hughes' cross against the run of play.
Returning Liverpool captain Steven Gerrard quickly equalised with a goal from 20 yards - his 50th for the club.
But Hughes set up the second-half winner, feeding Marco Reich who drilled the ball home to seal Liverpool's fate.
The chances had come thick and fast for a Liverpool side packed with a crop of fresh talent but harnessed by captain Gerrard - back from a shin injury.
Young midfielder Darren Potter saw two strikes sail over the bar in the first half while Fernando Morientes and Gerrard saw their decent efforts saved.
Palace had plenty of early chances too, Clinton Morrisson had two early chances comfortably dealt with by Sami Hyypia and Scott Carson, replacing Jose Reina in goal.
Referee Phil Dowd appeared to deny the home side their best opportunity.
He pulled Palace back to award them a free-kick instead of playing advantage when Tom Soares was clear through.
But the home side were rewarded 10 minutes before half-time when Freedman knocked in Hughes' cross from the left.
Inevitably, their lead did not last long, Gerrard got on the end of a Liverpool move created out of nothing to exquisitely side-foot in an equaliser after 39 minutes.
The high-tempo continued after the break as Liverpool piled on the pressure.
Gerrard is congratulated by Crouch after scoring his 50th goal for Liverpool
Morientes again went close and the Spaniard then laid off the ball to Potter, who once again was unfortunate to see his shot skim the bar.
Reds defender David Raven mopped up a period of Palace pressure in which the home side saw their penalty appeals turned down.
Palace's persistence paid off when Reich slid another excellent pass from Hughes past Carson to restore their advantage after 66 minutes.
Peter Crouch - still searching for his first Liverpool goal - missed two chances to equalise as Benitez's side pressed for another goal.
But despite last-gasp efforts from Luis Garcia and Raven, Palace survived four minutes of extra-time and Liverpool's poor form continued as they bowed out.
Crystal Palace: Speroni, Borrowdale, Hudson, Fitz Hall, Boyce, Watson, Soares, Hughes, Reich (Togwell 84), Freedman (Black 77), Morrison (Andrews 74).
Subs Not Used: Kiraly, Ward.
Booked: Reich, Hudson.
Goals: Freedman 37, Reich 66.
Liverpool: Carson, Raven, Hyypia, Whitbread, Warnock (Traore 76), Potter, Gerrard, Hamann, Kewell (Luis Garcia 65), Morientes (Sinama Pongolle 62), Crouch.
Subs Not Used: Reina, Josemi.
Goals: Gerrard 40.
Ref: P Dowd (Staffordshire).