The first half had been a breathless affair and set up an action-packed cup final - The Gunners performed sensationally after it looked to be Chelsea’s game after going ahead so quickly.
Sam Kerr scored in the first 90 seconds but was silenced by Stina Blackstenius's well-placed finish, Kim Little’s penalty and Niamh Charles’ own goal.
Arsenal did well to keep out the threats of Kerr, Lauren James and Jelena Cankovic in the second half, rendering them useless. This was a stark display from the dominant Chelsea side which beat the cup winners last weekend.
Story of the match
Jonas Eidevall made one change from the Arsenal team that lost to Chelsea on Sunday. Full-back Noelle Maritz replaced Laura Wienroither on the bench.
Emma Hayes listed an unchanged Chelsea side, which was the same team that defeated Arsenal 2-0 in the FA Cup last Sunday.
What a start for Chelsea - Sam Kerr headed in a close-range header in the game's first attack. The Blues set the tone of the game right away, with Kerr scoring after only one minute and thirty seconds as she continued to plague Arsenal.
The Gunners responded excellently after going down, knowing that they could not afford to concede another goal.
Two concessive corners and a long-range effort from Caitlin Foord looked positive on their chances going forward.
After some magnificent football, their hard work paid off. Stina Blackstenius's earned equaliser brought her side back into the game.
Frida Maanum's shot deflected straight to Blackstenius in the Chelsea box. She kept her calm and slotted past Ann-Katrine Berger. The game was well and truly on.
Arsenal maintained control of the first half and attempted to extend their lead.
Maritz's cutback to Katie McCabe allowed her tricky footwork to draw a foul from Sophie Ingle. The referee awarded a clear penalty, and Little made no mistake in slotting home to give Arsenal the lead!
Chelsea looked completely out of sorts after they went down by two goals. Arsenal had been well on top for the first thirty minutes and deserved their lead. Lauren James’s attempt at reviving the attack was quickly stopped by Lia Walti.
Blackstenius picked up the ball in midfield but gave the ball away to Kerr, who ran head-first towards the goal. Rafaelle Souza and Leah Williamson were there to cover, keeping their lead intact.
McCabe attempted to latch onto a lofted-through ball but was caught by the onrushing Berger, causing both players to go to the ground. Despite her objections, McCabe was booked for the challenge after both players got treatment.
Arsenal was through on goal yet again, and Blackstenius appeared to have added a third. She latched onto a Stephanie Catley through ball, controlled and finished well, but was flagged offside, a let-off for Chelsea.
After conceding twice, Emma Hayes appeared to alter her team's formation entirely.
Niamh Charles and Eve Perisset moved to wing back, allowing Lauren James to play up front. Attacking midfielder Jelena Cankovic was replaced by Kadeisha Buchanan, which shifted Chelsea into playing with a back three.
Four minutes of extra time were signalled, and Arsenal got the final chance of the half, a corner won by Maritz.
Catley whipped it in on the edge of the six-yard box, and Souza rose above the crowd to nod it home but was awarded to Charles as an own goal. Regardless, Arsenal went 3-1 up against an in-form Chelsea side at the break.
Second Half Control
Hayes opted to change her team at halftime, bringing on Melanie Leupolz for Niamh Charles.
The Blues’ game plan had been clear after the first fifteen minutes of the second half – lump it up to Kerr and James, in an attempt to rescue a result.
Kerr latched onto several crosses but her chances were easily extinguished by the Arsenal defence.
Not long after coming off of the bench, Leupolz caught McCabe late with an awkward tackle and received the game's second yellow card.
McCabe was replaced by Victoria Pelova after 56 minutes for Arsenal's first substitution of the match following a valiant performance.
A penalty shout in the sixtieth minute saw Buchanan collide with Foord inside the Chelsea area - the linesman awarded a corner after completely missing the Australian centreback's off-the-ball collision.
When the replay was played, it was obvious that The Blues were given a let-off.
Hayes' side's closest opportunity came after Luepolz's miss-hit cross from 20 yards out confused Manuela Zinsberger, who tipped the ball onto the crossbar.
Chelsea were truly stifled in and out of possession throughout the second half, as Arsenal controlled possession and took chances away from their opponents.
Player of the match – Kim Little
The captain ran the show in midfield, using her experience to help silence the attacking threats of Chelsea.
She slotted away a penalty to take her team into the lead in the first half and managed her team well both in and out of possession – gaining her fifth league cup in her career.
