A handsome strike by Ali Günes ensured Besiktas went into the break 1-0 up, and after Santiago Ezquerro had equalised for the Spanish team shortly after the interval, Norway striker Carew reasserted the home side's supremacy by volleying in the second on 63 minutes. Lively substitute Ibrahim Akin rounded off proceedings with a well-taken goal at the end.
 Buoyed by the relentlessly supportive home fans and a morale-boosting 2-1 weekend win against Turkish Superleague leaders Fenerbahçe SK, Besiktas began the match incisively, attacking from the outset. Carew almost opened the scoring as early as the sixth minute when he headed over following a pass whipped in by the sublime left foot of Sergen Yalçin. Just three minutes later, the pair again combined effectively, this time the Norwegian pulling back a ball from the by-line for Sergen, whose chip drifted wide.
 Former RC Celta de Vigo winger Juanfran also shone for the hosts against his former league rivals in the opening period, sending in a dangerous cross on 13 minutes, then trying his luck from distance immediately afterwards. Ex-Valencia CF forward Carew returned to the thick of the action in the 22nd minute, bringing the crowd to their feet with a spectacular overhead kick that almost worried goalkeeper Ignacio Lafuente.
 The home side deservedly took the lead in the 26th minute, and it was a gloriously crafted goal. Carew collected in midfield and nudged a precise pass into the path of the onrushing Ali Günes, who looked up before drilling a low, angled and powerful shot through the legs of Lafuente.
 Athletic, 2-0 winners against Parma FC on Matchday 1, struggled to impose themselves in the first half and their only noteworthy opportunity arrived when captain Joseba Etxeberria lofted a well-flighted ball in between two defenders for striker Ezquerro, who was denied by Besiktas goalkeeper Ramazan Kursunlu. However, the same combination rocked the home supporters at the start of the second period, Athletic equalising when Ezquerro beat the offside trap to run on to a lobbed ball over the top of the defence and knock in on the half-volley.
 The equaliser shocked Besiktas but they composed themselves as Emre Asik got his head to a long punt and Carew toe-poked in for the second. Substitute Ibrahim Akin applied the gloss to a commendable performance with a minute of normal time remaining, rounding Lafuente before slotting in.
 Besiktas will hope to continue in the same vein against FC Steaua Bucuresti on 25 November while Athletic will need to improve against the same opposition on 1 December. Parma beat the Romanian side in the group's other match, leaving a four-way tie for top spot, and R. Standard de Liège the only side without a point.