Two goals from Caroline Weir helped Manchester City come from behind to beat holders Chelsea 3-1 in the Continental League Cup final.
Sam Kerr put the Blues in front before City unleashed a ruthless spell in the second half, scoring three goals in 20 minutes from Weir and Ellen White.
Victory was City’s fourth League Cup success, moving them one behind record holders Arsenal.
Chelsea, winners in the past two seasons, appealed for a penalty in the 13th minute when Lucy Bronze’s header hit the arm of team-mate Alanna Kennedy, but the shouts were waved away.
City came close to an opener in the 25th minute when Georgia Stanway hit a dangerous low ball across the box for Lauren Hemp at the far corner, but her effort bounced off a post.
There was another handball penalty claim when Hemp’s rebound reached Demi Stokes at the edge of the area and the left-back’s shot rocketed into the outstretched arm of Sophie Ingle, but no penalty was given.
Chelsea found the opener in the 34th minute after a miscommunication between Ellie Roebuck and her defence saw the goalkeeper come to claim a cross but the ball fell to Kerr, who tucked away into the bottom corner.
Gareth Taylor’s side made an instant impact after the break, equalising in the 49th minute when Stanway picked out an unmarked Weir in the middle of the box and she slotted past Ann-Katrin Berger.
Roebuck was called into action when Niamh Charles hit a shot from the edge of the box, and the England goalkeeper made a great save to her left to clear.
City took the lead in the 58th minute when Hemp found space down the left and had a shot which Berger clawed away, but the rebound reached as far as White, who kept her balance to stab home from close range.
And the Scotland international struck again in the 69th minute when a well-worked corner from Stanway found Weir and her sweet volley into the top left corner from 12 yards out sealed the trophy for City.
