Third Division Walsall twice came from behind to draw 2–2 at Anfield on 7 February 1984. Ronnie Whelan scored both Liverpool goals, but the League Cup semi-final remained level ahead of the return at Fellows Park a week later.

Joe Fagan gave Gary Gillespie his Liverpool debut in defence alongside Alan Hansen. Phil Neal captained a side without Kenny Dalglish, Graeme Souness or Mark Lawrenson in the starting eleven.

Whelan put Liverpool ahead in the 14th minute, supplied by Ian Rush. Walsall reached half-time level through a Neal own goal shortly before the interval.

Both managers changed their attacks in the second half. David Hodgson replaced Michael Robinson for Liverpool, while Alan Buckley sent Kevin Summerfield on for Gary Childs.

Whelan restored Liverpool's lead in the 73rd minute. Summerfield answered almost immediately, making it 2–2 and ensuring that Walsall would take a draw home despite having twice fallen behind.

The crowd of 31,073 had seen Liverpool's attempt to reach another final held up by opposition from two divisions below. Walsall had already eliminated Arsenal at Highbury and Rotherham United away; Liverpool would have to settle the tie on their opponents' ground.

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