Birmingham City Ladies have won the Women's FA Cup by beating Chelsea Ladies 3-2 on penalties in a thrilling game that ended 2-2.

Birmingham started the better of the two sides, with some dominant attacking football that penned Chelsea into their own half.

On eight minutes, Chelsea goalkeeper Carly Telford did well to keep out a far post header from Kerys Harrop.

Chelsea were denied what looked like a clear penalty on 20 minutes, when Dunia Susi was brought down by Laura Bassett.

On 34 minutes, Birmingham were denied a 1-0 lead when Jodie Taylor's goal was wrongly disallowed for offside.

Chelsea hit on the counter attack on 42 minutes, but Helen Lander could only hit the post after being put through on goal.

The half-time whistle blew on an exciting first 45 minutes with the scores still at 0-0.

The first chance of the second half fell to Katie Sherwood, but she blazed over the bar after Birmingham failed to clear from the corner.

Susi came close on 67 minutes, but the midfielder hit the side netting with her angled drive from the right-hand side.

Chelsea took the lead on 72 minutes through Lander. The striker showed some excellent control to bring down a long ball, before skipping through the Birmingham defence and finishing well to make it 1-0.

Rafferty cleared off the line for Chelsea on 89 minutes as the game headed towards injury time.

Rachel Williams finally got an equaliser for Birmingham, calmly slotting it into the back of net in the 91st minute to take the game into extra time.

The opening minutes of extra time saw some good chances, though Kate Longhurst was denied by Spencer and Taylor's lob effort was just too high.

Longhurst put Chelsea back in the lead eleven minutes into extra time, taking advantage of a defensive mix up to make it 2-1.

Birmingham equalised after 21 minutes of extra time through some quick thinking from Karen Carney, who curled her free kick into the top corner as the Chelsea wall was lining up.

The whistle blew on extra time with the scores at 2-2, taking the final down to penalties.

Katie Sherwood was first to step up and put Chelsea 1-0 up in the shootout. Williams then had her spot kick saved by Carly Telford to give the advantage to Chelsea.

Drew Spence saw her kick saved by Rebecca Spencer to give Birmingham a lifeline. Rachel Unitt smashed her penalty home to level the scores at 1-1.

Rafferty put her kick wide to hand the advantage to Birmingham. Taylor took full advantage, sending Telford the opposite way to make it 2-1 to Birmingham.

Dani Buet made it 2-2 with a well taken penalty.

Carney gave Birmingham a 3-2 lead with her effort, putting all the pressure of Gemma Bonner, who blazed her penalty over the bar to give Birmingham City Ladies their first ever Women's FA Cup win.