Wolves 2 (Milijaš 18, O'Hara 65)
Manchester City 5 (Johnson 36, Nasri 39, Dzeko 40, 64, De Vries-og 50)
Plucky Wolves were undone by a clinical Manchester City side that rattled in five goals to end any Carling Cup aspirations that were held at Molineux. Either side of City's nap hand, Nenad Milijaš opened the scoring and Jamie O'Hara grabbed a consolation.
Just two of the 11 that began against Swansea were named to start against City - Stephen Ward, who was named as captain for the first time, and Kevin Doyle.
Wolves kicked-off attacking the South Bank end and Mick McCarthy's men made a lively start to the game with visiting keeper Costel Pantilimon taking a driven cross from Stephen Hunt and Aleksandar Kolarov heading clear Ward's ball into the heart of the six-yard box.
Stefan Savic went into the book after barging Hunt off the ball just outside the City box. Milijaš took the free-kick but his effort hit the wall and ballooned out for a corner that was taken by Hunt and cleared.
Wolves continued to press and Dave Edwards headed narrowly over the bar after connecting with Hunt's cross from the left. Then Kolarov was lucky not to concede a penalty when the ball went behind off his arm.
But Wanderers shocked City by taking the lead in the 18th minute. Sam Vokes raced past Kolo Toure on the right before hitting a low cross that Milijaš lashed into the roof of the net after the ball bounced to him off Adlene Guedioura.
Jody Craddock was shown the yellow card for a challenge on Edin Dzeko and Kolarov blasted the free-kick high into the North Bank.
Dzeko's through ball put Abdul Razak clean through and he looked certain to equalise until George Elokobi got in a superb last ditch tackle. The defender was hurt making the challenge and he was only able to resume after treatment.
The City threat was growing and Luca Scapuzzi fired wide after he had controlled a pass from Kolarov.
For Wolves, Guedioura was well wide with a shot on the run from 25-yards but then the visitors stunned the home fans with three goals in a four minute spell.
First to strike was Adam Johnson in the 36th minute. He took a ball from Dzeko and hammered a tremendous shot past Dorus De Vries.
Then Johnson turned provider sliding a pass through for Samir Nasri to beat the offside trap and slot the ball into the corner of the net from just inside the box.
Seconds later it was three. Scapuzzi met Kolarov's cross at the near post and although De Vries managed to block, Dzeko rifled the ball into the roof of the net.
Dzeko couldn't quite reach another Kolarov cross when a touch was all that was needed, and the half ended with Gudioura shooting over the far angle after Hunt had touched a free-kick to him.
Half-Time: Wolves 1 City 3
Three minutes after the resumption Hunt volleyed wide after an Elokobi cross landed at his feet. But City swept upfield to increase their lead although there was a bit of good fortune about their fourth goal.
Kolarov sped into the area and pulled the ball back for Dzeko whose low shot was saved by De Vries. Scapuzzi got a touch and Edwards cleared off the line only for the ball to bounce into the net off De Vries.
The keeper then made a great save as Dzeko burst through the middle and, at the other end, Pantilimon failed to hold onto to Gudioura's long range rocket but a defender was there to tidy up.
In the 64th minute Dzeko made it five when Scapuzzi's pace left the striker with the easiest of tasks in netting.
Wolves made a double switch with 64 minutes gone with O'Hara and Adam Hammill coming on for Milijaš and Doyle.
And, within seconds of his introduction, O'Hara pulled a goal back with a neat finish after Ward had played a one-two with Hunt and struck a low cross back from the by-line.
Although the game was beyond them at this stage, Wolves refused to throw the towel in and O'Hara nearly added a second to his tally with a volley that was deflected just wide.
A great run from Stephen Ward took him from the halfway line into the City area. He hit a low shot that Pantilimon needed two attempts to cling on to.
As the game neared its conclusion O'Hara had a shot saved at the near post, Hammill wasn't far away with a long range daisy cutter, and Pantilimon did well to beat away another effort from O'Hara.
But Wolves were beaten by a star studded City side currently playing at the top of its game.
Wolves: De Vries, Doherty, Ward (capt), Milijaš (Hammill 64), Elokobi, Craddock, Hunt, Edwards (Henry 67), Vokes, Doyle (O'Hara 64), Guedioura.
Unused subs: Hennessey, Ebanks-Blake, Johnson, Berra.
Bookings: Craddock (20 - foul), Hunt (57 - foul).
City: Pantilimon, Zabaleta, Toure (capt), Savic, Kolarov, De Jong, Razak (Milner 85), Scapuzzi (Rekik 73), Nasri (Suarez 67), Johnson, Dzeko.
Unused subs: Taylor, Onuoha, Bridge, Balotelli.
Booking: Savic (7 - foul).
Referee: N. Swarbrick.