After having lost 1-0 to the Sounders the night before in Seattle, the Timbers seemed intent on jumping out to an early lead, and for the first 20 minutes, the Timbers were consistently threatening the Seattle goal. In the 6th minute, a missed clearance by Seattle goalkeeper Rich Cullen fell to the feet of Timbers forward Fadi Afash, but Cullen had enough time to recover and make a diving save to his left to keep the ball out of the net. Five minutes later, Timbers midfielder Jason Melendez's pass to Afash set up the Timbers striker for another dangerous shot inside the box, and Cullen only kept the ball out with another diving safe. Off the ensuing corner kick, Brian Winters had a good look at the net, but hit his shot wide right.

In the 13th minute, Timbers midfielder Hugo Alcaraz-Cuellar made a deep diagonal run into the box, but his shot from eight yards out was deflected over the endline by Seattle defender Danny Jackson.

The Sounders had their first good look at goal in the 18th minute when Andrew Gregor's shot from the top of the box had plenty of pace, but was 3 or 4 yards wide right. One minute later the Timbers were on the attack again, when Afash looked to catch Cullen off-guard with a quick shot from 25 yards, but Cullen managed to get one hand on the shot to the lower left corner to keep the ball out of the net. One minute later, Portland forward Dan Antoniuk got his header on a cross, but put it just over the bar from 5 yards out.

For much of the rest of the half, the Sounders would slow down the flow of play by keeping control of the ball in midfield, and while they were not really able to threaten the Timbers goal, they were also not allowing the Timbers to build any possession even when they did gain control. In the 35th minute, Seattle's Jason Farrell had a good look at net from 30 yards out, but put his shot well over the net. Four minutes later, a Leighton O'Brien free kick from 30 yards out required Portland goalkeeper Curtis Spiteri to make a good save as the ball seemed headed for the upper left corner of the net. Two minutes later, the Timbers had their last good chance of the half when Jake Vaughn's shot from 25 yards out when barely a yard over the net.

The Sounders nearly took the lead in first half stoppage time when a cross from Viet Nguyen was headed on goal from short range by Kyle Smith, but Spiteri was in good position to make the save, and the half ended scoreless.

In the first few minutes of the second half, O'Brien had a few good chances for Seattle, but his first shot was blocked by the Timbers defense, and his second was barely over the bar from 20 yards out. In the 50th minute, the Sounders appeared to have taken the lead on a Ryan Edwards goal off a rebound, but Edwards was ruled to have been in an offside position when the shot was taken, and the goal was therefore nullified.

The Sounders continued to control the ball well in midfield, and Smith had two more good chances in the 59th and 61st minute, but his first header was right at Spiteri, and the second header was just over the bar from 8 yards out. Smith had another good chance in the 64th minute when his low shot required a diving save by Spiteri.

After O'Brien had put another Seattle shot just over the bar from 20 yards out in the 66th minute, the Timbers finally began to gain some control of the ball, but the Sounders were able to collapse their defense when needed, and for the next 15 minutes, neither team was able to gain much of an advantage.

But in the 78th minute, the Seattle possession finally paid off when O'Brien made a nice pass to Smith, but cut back and then beat Spiteri with a low shot to put the Sounders up 1-0. But the celebration had barely settled when two minutes later, Smith played a nice ball into the run of Sean-Michael Callahan, who also went with a low shot that Spiteri could not get to, and suddenly the Sounders were out to a 2-0 lead.

Second-half substitute Marco Velez had a good shot go wide just before the final whistle, but in the end, it wasn't necessary as Seattle shut out Portland for the 2nd night in a row, and eliminate the Timbers from the US Open Cup by a 3-0 aggregate score.