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Derby County beat Manchester United 8-7 in a dramatic penalty shootout to settle a pulsating Carabao Cup tie at Old Trafford and send the Championship club through to the fourth round.
After 15 successful penalties, Rams goalkeeper Scott Carson saved Phil Jones' effort low to his left to secure a famous victory for Frank Lampard's side.
In an incident-packed tie, United took the lead through Juan Mata's first goal in nine months before Harry Wilson - on loan from Liverpool - equalised with a brilliant dipping free-kick from 30 yards.
United keeper Sergio Romero, making his first appearance of the season, was sent off for handball before Jack Marriott's header put Derby 2-1 ahead.
The hosts needed a 95th-minute header from substitute Marouane Fellaini to send the match to penalties.
Lampard, who played under United boss Jose Mourinho at Chelsea, celebrated with his players on the pitch in front of 3,000 travelling fans after knocking the five-time winners out.
Before the end of September, Mourinho's United find themselves out of the League Cup and languishing seventh in the Premier League - eight points behind leaders Liverpool.
This was their first domestic cup tie since losing last season's FA Cup final against Chelsea, which ensured they ended the season without a trophy.
Mourinho made nine changes to the team held by Wolves last weekend - Romelu Lukaku and Jesse Lingard the only survivors.
Paul Pogba was among the United players not involved at all. The £89m World Cup-winning midfielder watched from the stand after it emerged Mourinho had told him he will not captain the club again because of concerns about his attitude.
In his programme notes, Mourinho said he was unhappy with some members of his squad.
Ashley Young was handed the captain's armband but, after Mata's first-time shot gave United an early lead, their evening nosedived.
Romero's red card after rushing out of his penalty area and handling the ball to deny Wilson at 1-1 proved pivotal.
Third-choice keeper Lee Grant, who had two spells at Derby, came on for his first appearance for United since joining from Stoke.
The 35-year-old was beaten during the shootout by Mason Mount, Florian Jozefzoon, Wilson, Marriott, Bradley Johnson, Craig Bryson, Craig Forsyth and Richard Keogh.
Former England midfielder Lampard, 40, was taking charge of only his 12th match as a manager.
Even after Fellaini's late equaliser, Derby - who are sixth in the Championship - kept their composure before Jones' miss sparked jubilant scenes in the away end.
While Mourinho made wholesale changes, Lampard named the same side that beat Brentford in the league on Saturday.
Derby County secured their first victory at Old Trafford since 2001
"I'm shell-shocked. To go down early at Old Trafford and play as well as they did was superb. I am a proud manager," said Lampard.
"It was the easiest selection I have had. The players were superb against Brentford and they deserved the chance to play at Old Trafford.
"I wanted to bring a team who could really compete."
There were so many heroes on the pitch for Derby, including Scott Carson, Mason Mount and Jack Marriott. However, Harry Wilson's goal which dragged Derby on level terms was exceptional
Manchester United manager Jose Mourinho: "We didn't score when we could and we could in the first half.
"We had good situations to kill it. We need to go and kill the game and we didn't.
"The Carabao Cup is not a worry any more - we don't play until next season. It is the minor competition we are involved in. We want to win and we are disappointed."
Derby boss Frank Lampard: "I am trying to build a group to be successful and nights like this are incredible. To go against world-class players and play that way, it's right up there.
"To go down early at Old Trafford and play as well as they did was superb. We had the personality to take penalties and play the way we did."
United travel to West Ham in the Premier League on Saturday (12:30 BST), while Derby host Bolton in the Championship (15:00).
