It was organized by the United States Soccer Federation (USSF) and featured 32 teams.
[3] Every third-round game featured an MLS team against an A-League squad.
Although the MLS teams won seven of the eight games, four went to overtime, including San Jose's memorable 4–3 win over Seattle.
The Des Moines Menace turned in the best performance by a PDL team, taking Rochester to overtime in a 3-2 second-round loss.
Home teams listed on top of bracket Note: Scorelines use the standard U.S. convention of placing the home team on the right-hand side of box scores.