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Gillingham fell to a disappointing defeat in their opening Checkatrade Trophy group match.
The Gills found themselves two goals down at the break to an inexperienced Luton Town side.
Goals from Frankie Musonda and Jonathan Smith deservedly put the League 2 side in charge of the tie.
Darren Oldaker, starting his first senior game for the Gills, pulled a goal back in the last minute but they couldn’t avoid defeat.
Gills boss Justin Edinburgh made six changes to his starting XI, including youngsters Elliott List, Mitchell Dickenson and Oldaker from the off.
Cody McDonald and Jay Emmanuel-Thomas were among the five who remained in the team from the weekend.
Bradley Dack started, watched on by a number of scouts. The in-demand midfielder could have played his last game for the Gills, depending on what happens during the closing of the transfer window on Wednesday.
This was Gillingham’s first game in the opening round, which this season takes the format of a four-team round-robin. Trips to Millwall and West Brom’s under-23 await for Gills in Group H of the Southern Section. It was watched by a crowd of just over 2,000.
Luton, who changed their entire starting XI, were far brighter in the first half and deserved to lead at the interval. It was an advantage they never surrendered.
They took the lead from an 11 minute free-kick. List had been penalised for a foul and when the ball was swung in, Musanda had an easy header, with the Gills defenders appearing to freeze, expecting keeper Stuart Nelson to claim the ball.
Gillingham’s only chance of the half came from Emmanuel-Thomas, shooting on an angle. His shot was saved by debutant keeper Craig King.
Even Dack couldn’t get the Gills going and Luton doubled their lead with 24 minutes gone.
Jake Gray pulled the ball back in the area and it found its way to Smith, who stroked the ball home.
Luton came close to extending their lead but Nelson saved with his feet to deny Isaac Vassell and just before the break Akin Famewo headed wide at the back post from a corner.
The visitors maintained their grip on the game at the start of the second half, with Vassell forcing another save from Nelson early on.
McDonald got close to scoring for the Gills but was twice denied by King.
Luton striker McQuoid should have made it 3-0 but he headed over with the goal at his mercy. At the other end Gills’ academy player Bradley Stevenson was denied by the keeper, as he too had a great chance to score, when Oldaker’s shot found its way through to him.
The Gills upped the tempo in the latter stages and got a goal back in the first minute of stoppage time, as Oldaker struck low past King from the edge of the box.
Gillingham: Nelson, Osadebe, List, Pask, Dickenson (Stevenson 62mins), Ehmer, Hessenthaler, Oldaker, Dack (O’Hara 46mins), Emmanuel-Thomas (Donnelly 46mins), McDonald. Subs: Bond, Oshilaja, Cundle, Wright.
Luton: King, Smith, Gray, Banton (Tomlinson 90mins), Vassell, McQuoid (Atkinson 85mins), Bakinson, Cotter, Justin, Musonda, Famewo. Subs: Snelus, Hinds, Bean, Read, Gooch.
Attendance: 2,128 (137 away)