Everton won't want to face Blackburn Rovers again in a hurry as the Lancashire side made it two wins from two this season with a 1-0 Carling Cup victory.
Martin Olsson was the unlikely hero on the night, his 10th minute strike the only goal on an entertaining evening at Ewood Park.
Against a near full-strength Everton side, Rovers' much-changed side were more than worthy for their win. Manager Paul Ince made seven changes from the side that had defeated Fulham at the weekend, whilst David Moyes only tinkered with his side, the likes of Yakubu and Cahill left out from their draw at Hull.
Despite the multitude of changes, it didn't take Rovers long to click into gear. Just ten minutes were on the clock when the home side took the lead from their first meaningful attack of the match.
Martin Olsson, making his first start of the season, collected a square pass from Tugay and saw an inviting amount of space in front of him, he exploited it to the full, setting off at pace he ran at the Everton defence, played a one-two with Robbie Fowler before cutting into the penalty area and firing low past the advancing Tim Howard.
It was the Swedish under 21 international's first senior goal for the club and boy did he enjoy it.
But the joy of taking the lead was tempered somewhat by the loss of goalkeeper Paul Robinson three minutes later. The England international picking up a possible calf strain and being unable to continue. Jason Brown, himself a doubt through illness earlier in the week, came on to replace.
The blend of youth and experience worked to a tee for Rovers. With Olsson and Simpson marauding down the flanks, ably supported by the likes of Treacy and Villanueva, Rovers played some fantastic passing football, more often than not prompted by the experienced heads of Tugay, Fowler, Ooijer and Warnock.
A storming run from Keith Treacy almost added a second, his low shot across goal saved by Howard, Derbyshire was ready to pounce but the American held firm.
Set-pieces appeared to be Everton's best route back into the game in the first half, from one corner Castillo saw an effort deflected wide, whilst Saha headed wide from a second corner kick.
Robbie Fowler had a lively first half on his debut in a Rovers shirt, dropping deep whenever Rovers weren't in possession to make a nuisance of himself with some vital interceptions. Whilst going forward a wonderful Tugay ball forward saw Derbyshire head down to Fowler, but his first time effort went wide.
On 34 minutes Everton should have levelled, a quick free-kick for the opposition saw the ball switched to the right, Jack Rodwell crossed but record signing Marouane Fellaini headed inches wide of the far post when it looked easier to score.
After that let-off, Rovers went on the hunt for a second, a brilliant reverse pass from Villanueva found Derbyshire in the area, his cutback hit the chest of Howard but before Fowler could react the ball had ricocheted off him and behind for a goal kick.
Chilean sensation Carlos Villanueva impressed once again, not only going forward but also tracking back. One minute he was robbing Lescott of the ball, the next he was firing narrowly wide from distance.
The contrasting reactions to the half-time whistle told its own story. Cheers from the home fans, impressed with the display from their team, boos from the visiting fans who weren't.
Equally unimpressed was Everton manager David Moyes who made a double change at the break, off went the lacklustre Castillo and Fellaini, Yakubu and Cahill taking their place.
But it was Rovers who should have doubled their lead just before the hour mark, a long ball over the top saw Derbyshire run clear on goal but whilst his effort went past Howard, it also went the wrong side of the post.
That miss didn't dampen the Rovers' spirits as they played some wonderful one-touch football. The younger lads given the time and space by the older heads in the ranks to express themselves, much to the delight of the home fans.
Manager Paul Ince chose to put a few more experienced bodies on the pitch to help see the game out. Roque Santa Cruz and Morten Gamst Pedersen were brought on for Villanueva and Treacy.
The visitors weren't without their chances in the closing stages. Cahill headed over after fine approach work from Vaughan, whilst Vaughan himself saw a goal ruled out after Yakubu was ruled to have impeded Jason Brown in the penalty area.
That decision dented Everton's hopes and Rovers once again took charge until the end of the game and really should have increased their lead.
Robbie Fowler chipped over after unselfish play from Olsson, then a Roque Santa Cruz flick saw Morten Gamst Pedersen volley straight at Tim Howard.
Added time came and went without major incident, and Rovers recorded their second win over Everton this season, and in doing so secured their place in the last 16 of the Carling Cup.
All eyes will now be on Saturday's draw.
ROVERS: Robinson (sub Brown 13 mins), Simpson, Ooijer, Khizanishvili, Olsson, Villanueva (sub Santa Cruz 73 mins), Tugay, Warnock (c), Treacy (sub Pedersen 75 mins), Fowler, Derbyshire.
Subs not used: Samba, Nelsen, Kane, Roberts.
EVERTON: Howard, Yobo, Lescott, Jagielka, Castillo (sub Cahill 46 mins), Saha, Vaughan (sub Baxter 83 mins), Neville (c), Osman, Fellaini (sub Yakubu 46 mins), Rodwell.
Subs not used: Turner (GK), Hibbert, Baines, Valente.
Booked: Warnock, Villanueva (Rovers), Neville, Vaughan (Everton)
Attendance: 14,366