Four MLS squads were upset in the second round. However, one team that held on was the San Jose Earthquakes, who won 7–6 on penalties in the third round against the Milwaukee Rampage, then in the quarterfinals lost to their California rival Los Angeles, but not before an exciting game that in the end saw penalties from all ten position players. LA won 10–9 on PKs after a 1–1 draw. The Seattle Sounders Select had the best performance by a PDL team, defeating the Dallas Burn in extra time in the second round, then lost to the eventual champion Los Angeles 3–1. The farthest run by a lower-division team was accomplished by the Pittsburgh Riverhounds, who lost to the Chicago Fire in the quarterfinals in extra time.