Sheffield United Women were beaten by Aston Villa as they looked to build on their opening Continental Cup victory against Liverpool.
But on a tough night in Boldmere, the Blades fell to their second defeat of the season as the hosts took control of an encounter Carla Ward's side didn't get a foothold in until it was too late.
Ward handed a debut to goalkeeper Emily Batty and a first start of the season to Alethea Paul and despite the changes it was United who started the better team, Jade Pennock firing an early effort straight at Daniela Kosinska.
Pennock as ever was the threat early on and after good work down the left, her pull back just evaded Paul who was waiting to finish.
Batty marked her debut with a good save to deny Sophie Haywood but the breakthrough came from the resulting corner when Jade Richards eventually headed home after the Blades failed to clear their lines.
As soon it was one the game was almost out of United's reach when Emily Syme doubled the advantage minutes later. The Blades gave the ball away in midfield and within seconds Syme had been put through, rounded Batty and made it 2-0.
Pennock once again came closest to halving the deficit just before half-time but her effort was once again held by Kosinska.
It was 3-0 within 10 minutes of the restart when Shania Hayles turned home a cross from the right and it was an almost impossible task for United to come back from.
Maddy Cusack and Keri Matthews were introduced and Pennock was moved up front and the move brought instant dividend when Pennock was played in and scored at the second time of asking after Kosinska saved her initial effort.
It gave the visitors a lift they needed but unfortunately plenty of pressure yielded little until deep into stoppage time when Pennock was pushed to the ground by Richards after rounding the goalkeeper and the referee awarded a penalty.
Veatriki Sarri stepped up but her effort was saved, though it made little difference to the final result as the full-time whistle went almost immediately after.
Blades: Batty, S. Barker, Tierney, Hartley, Pennock, Wilkinson (Johnson 67), Paul (Cusack 53), Dixon, Palmer, Sarri, Fergusson (Matthews 53).
Unused subs: Flaherty, Clarke.