So who said Leicester were boring?

In a hugely-entertaining Worthington Cup final, Martin O'Neill's embattled side secured their second trophy in four years as they overcame the brave resistance of Tranmere even after the First Division side had equalised when reduced to 10 men.

The Leicester hero was centre-back Matt Elliott, who not only gave his side the lead after 28 minutes with a towering header from a corner but then repeated the feat 12 minutes from the end to clinch victory.

He even managed to live out the dream which he expressed after heading the winner in the semi-final win over Aston Villa as an emergency centre-forward, declaring his wish to return to defence for the final but still clinch the decisive goal.

In between Elliott's two goals, David Kelly had given Tranmere hope of an amazing comeback as he struck 15 minutes after replacement referee Phil Richards had sent off Clint Hill for a professional foul on Emile Heskey.

But while the Scotsman excelled on the pitch, the real glory lay with O'Neill, who has battled against criticism of his tactics and boardroom strife to fashion a team worthy of a certain mentor in the stands.

For while Tony Cottee danced a celebratory jig after losing four previous cup finals and Heskey savoured a second impressive display at Wembley in four days, Brian Clough smiled down approvingly on a rare visit to Wembley at O'Neill's invitation.

Despite the criticisms from the likes of Ken Bates, Arsene Wenger and John Gregory that his side are negative, reliant on penalties and rarely cross the halfway line, O'Neill has fashioned a team with amazing spirit - and no little ability.

They will now be playing in the UEFA Cup next season whereas more high-profile sides will miss out on Europe. They have won silverware whereas others will not.

And whereas in their previous League Cup finals, they were criticised for concentrating on preventing Middlesbrough's Juninho and Tottenham's David Ginola from playing, this time they took the game to Tranmere in an incident-packed game.

Defeat was still hard on the valiant First Division side in their first major Wembley final but they have achieved much in a season which they began under the threat of going out of business.

Both clubs gave this competition - largely ignored by Manchester United, Arsenal and Chelsea - a fitting finale and contributed to a lively opening, with Kelly soon forcing a smart save from Tim Flowers, who then rushed out to block his path towards goal.

His opposite number, Joe Murphy, held onto Heskey's header and Muzzy Izzet struck the side-netting but Tranmere were predominantly on top.

While Kelly was up front on his own, Tranmere were breaking forward in numbers whenever they could , with Scott Taylor racing clear onto Alan Mahon's through-ball only to lift his shot over the bar.

The First Division side seemed to be growing in confidence but they were suddenly undone by Elliott's towering header as he arched his body backwards to meet Robbie Savage's corner after shrugging of the shirt-tugging marking of Dave Challinor.

From near to the penalty spot, he cannoned the ball against the crossbar and it deflected back off keeper Murphy on its way over the line but the centre-back was certainly claiming it.

Indeed Elliott's fourth strike in five games even took him level with Heskey on seven goals for the season yet the centre-forward almost drew ahead shortly afterwards as he headed Cottee's cross just over.

Leicester were now growing in stature, with Heskey storming forward on a 40-yard run only to be felled by Hill near the edge of the penalty area, and Neil Lennon striking the ensuing well-worked free-kick routine narrowly over the bar.

Leicester, who had reformed with more of a flat back four at the break as Tranmere pushed their wingers further forward, should then have virtually assured themselves of victory.

Steve Guppy put Heskey into space and after cutting inside, he spotted Izzet unmarked near the far post but with the goal at his mercy, the midfielder promptly trod on the ball and then skewed his shot weakly wide.

The match still turned further in their favour with the dismissal of Hill, who had earlier been booked anyway, was sent off for both pulling Heskey's shirt and tripping him as the centre-forward bore down on goal from Lennon's pass.

Down to 10 men - with the ensuing substitution at least going to plan - and with 27 minutes left, all semblance of hope looked to have disappeared.

Then came Kelly's dramatic intervention though as he raced ahead of the previously peerless Elliott onto Gary Jones' knock-on and rifled a left-foot shot between Flowers and the near post.

But this Leicester side are nothing if not made of steel and their resolve was clear as Elliott again beat Challinor to a corner, this time taken by Guppy, to produce a near carbon-copy of his first goal to put them 2-1 up.

Again, they should have sealed the game when Izzet burst through and although he shot when he should have passed to Heskey, keeper Murphy's save fell at the feet of Lennon, who tried to pass the ball into net but succeeded only in clearing the bar.

Yet victory was still Leicester's, even if - in injury-time - Taylor agonisingly headed against the face of the crossbar.

Typically of O'Neill, the first man he embraced at the final whistle was former Leicester striker Kelly, and as Clough smiled on approvingly, it was evident that Old Big 'Ead' had found a worthy successor.

Teams:

Leicester: Flowers, Sinclair, Elliott, Taggart, Savage, Guppy, Izzet, Lennon, Oakes (Impey 77), Heskey, Cottee (Marshall 89).

Subs Not Used: Arphexad, Zagorakis, Gilchrist.

Goals: Elliott 29, 81.

Tranmere: Murphy, Hazell, Challinor, Hill, Roberts, Parkinson (Yates 66), G. Jones, Henry, Mahon, Kelly, S. Taylor.

Subs Not Used: Thompson, Morgan, Black, Achterberg.

Sent Off: Hill (63).

Booked: Hill, Henry, Challinor.

Goals: Kelly 77.

Att: 74,313

Ref: A Wilkie (Chester Le Street).