Arsenal lost their first ever FA Women's Cup final and Everton became the first non–London club to win the trophy since Doncaster Belles 16 years earlier.

Katie Chapman had given Arsenal the lead in the weather-delayed home fixture, only for Ciara Grant to score an own goal in the final minute.

When Leeds' Ellen White equalised Jen Beattie's opening goal, Jayne Ludlow and Rachel Yankey then gave Arsenal a 3–1 lead.

England winger Jessica Clarke scored a late goal for Leeds, but Arsenal held on to reach the quarter finals.

[6] Everton began their campaign with a home fixture against FA Women's Premier League Southern Division club Queens Park Rangers.

Jill Scott, Rachel Unitt, Michelle Hinnigan and Fara Williams all scored to put Everton four goals ahead, before Cherrelle Albert reduced the arrears.

[9] Everton had emerged as the main challengers to Arsenal's dominance of women's football in England, since Charlton Athletic had their funding withdrawn in 2007.

[14] In the 2008–09 FA Women's Premier League season, Arsenal won the title from Everton on goal difference after beating them 1–0 on the final day.

Before the match Arsenal were motivated by a desire to prove they were still England's top club, despite several leading players departing for the Women's Professional Soccer league in the United States.

[18] Fara Williams considered that Everton were unfortunate to lose the recent league match with Arsenal and would take heart from that performance.

[21] Despite questionable fitness Julie Fleeting led Arsenal's attack, supported by Kim Little and flanked by wingers Rachel Yankey and Gemma Davison.

It was Fleeting's fifth FA Women's Cup final after appearances in 2004, 2006, 2007 and 2008 but after enduring a difficult pregnancy, a hernia had left her unable to train properly or play for 90 minutes.

With Jayne Ludlow suspended and Katie Chapman having signed for Chicago Red Stars, Arsenal's midfield comprised Ciara Grant—latterly a centre back—and utility player Jen Beattie.

Regular goalkeeper Emma Byrne played behind central defensive pair Faye White and Gilly Flaherty, with Niamh Fahey and Corinne Yorston in the full-back positions.

After 16 minutes, Fara Williams' firmly struck shot was palmed away by Byrne, but Jody Handley collected the ball on the right-wing and passed inside to Natasha Dowie who scored from close range after Faye White blocked her first attempt.

In first half stoppage time Arsenal fell behind again when Faye White, under pressure from Jill Scott, used her head to divert Toni Duggan's high left-wing cross past Emma Byrne and into her own goal.

Nine minutes into the second half Julie Fleeting found space in the penalty area and in the act of falling over, looped Rachel Yankey's low cut back over Everton goalkeeper Brown to make the score 2–2.

Two minutes prior to the end of extra time, Everton substitute Brooke Chaplen passed the ball through the Arsenal defence to Natasha Dowie who broke into the right hand side of the penalty area.