Michel Kuipers' save from Michael Ball meant Brighton sent big-spending Manchester City out of the Carling Cup.

Albion beat City 5-3 on penalties at Withdean Stadium to reach the third round of the competition - and a home tie against Derby.

Gelson Fernandes had finally taken a chance for wasteful City in the 64th minute from Jo's pass and it looked enough to win it until Glenn Murray slotted an 89th-minute Brighton equaliser.

The shocked looked on when on-loan substitute Joe Anyinsah lashed them ahead five minutes into extra-time but Stephen Ireland's reply 10 minutes later forced the shoot-out.

Excited fans in a record home crowd of 8,729 flooded the pitch at the end after Matt Richards put away the winner from the spot.

But in this classic triumph for poor over rich Brighton's heroes were multiple with Dave Livermore, Tommy Elphick, Glenn Murray and Adam Virgo all scored in the shoot-out before Kuipers' masterful stop.

In their first public appearance since being anointed the "richest club in the world" by the £200million Abu Dhabi United Group's takeover, City sent out six players who started Sunday's 6-0 demolition of Portsmouth.

But they took a long time to impose themselves on the battling League One side, who had won only once at home this season and lost to a Walsall team reduced to nine men before half-time on Saturday.

The nearest thing to a goal in the first half came when Brighton's stand-in captain Steve Thomson, wearing the armband in the absence of injured top scorer Nicky Forster, sliced through the centre of City's defence and drilled his shot against Kasper Schmeichel's left-hand post.

Earlier it had taken 13 minutes for City to muster a shot on goal, with Jo barely testing Kuipers from 25 yards.

The Brazilian striker struggled for long periods, needed treatment after a hefty challenge by Matt Richards and was slow off the mark to a 33rd-minute through-ball which Kuipers came out to collect.

Ball was City's saviour in the 27th minute when the dangerous Thomson burst through onto a low ball which the defender had to hook away.

But City finally got going and Kuipers had to be quick off his line to deny Daniel Sturridge before the visitors wasted a golden chance to go ahead soon afterwards.

Ireland's corner from the right found Richard Dunne rising head and shoulders above all challengers but he steered his header over the crossbar.

Brighton bridged the gap in class with their commitment and work-rate, closing down smartly and preventing any real flow to the City attacks.

City, though, spurned another inviting opening four minutes before the break when Jo set up Pablo Zabaleta to lay off for Johnson but the midfielder's shot skewered wide of the target.

Swiss star Fernandes looked like he had won it when driving in Jo's unselfish assist in the 64th minute and they could have had more but for Kuipers' saves from Jo and Ched Evans before Murray came up with a stunning 89th-minute equaliser after Schmeichel could only parry Thomson's shot.

City had been warned when Schmeichel had to race off his line three minutes earlier to deny Murray.

But they were still strolling five minutes into extra time when Anyinsah fired home in style from 12 yards after great work by fellow substitute Dean Cox.

The loan signing from Preston had the chance to seal it in the first half of extra time, breaking clear only to be overhauled by a desperate Dunne.

And it could have proved costly when Ireland out-fought Elphick and Kuipers to lash home a long ball for a 109th-minute equaliser.

The glory, though, was all Brighton's in the end.

Teams

Brighton Kuipers, Whing (Cook 85), El-Abd, Thomson, Richards,Livermore, Murray, Loft (Anyinsah 68), Fraser (Cox 74), Virgo,Elphick.

Subs Not Used: Sullivan, Hart, Robinson, Wills.

Booked: Livermore, El-Abd.

Goals: Murray 89, Anyinsah 95.

Man City Schmeichel, Zabaleta, Dunne, Ben-Haim, Michael Ball,Kompany, Ireland, Johnson (Elano 102), Gelson,Sturridge (Evans 60), Jo (Caicedo 91).

Subs Not Used: Hart, Garrido, Hamann, Logan.

Goals: Gelson 64, Ireland 108.

Att: 8,729

Ref: Andy D'Urso (Essex).