MACCLESFIELD, England — Sam Heathcote is out on the field, handing out training bibs on a cold January morning. He’s no stranger to this: At 28 years old, he has been a footballer all his adult life, plying his trade in English soccer’s lower leagues. His proudest moment came a few weeks ago when he helped Macclesfield, a sixth-tier semiprofessional club, defy all odds in the FA Cup to knock out Premier League side Crystal Palace.

It was one of those magical days in football — an all-time Cinderella story — and it’s really hard to overestimate how unprecedented that result was. There were 117 places between Macclesfield and Palace in the English soccer pyramid when they met on Jan. 10, and Palace were the tournament’s defending champions. Never before during 154 years of the FA Cup — a competition, just like NCAA’s March Madness, known for its “David vs. Goliath” upsets — had a result delivered such a shock. Fans had streamed onto the field at the final whistle; players were paraded on shoulders. It was a scene that everyone at Macclesfield replayed in their heads again and again.

Those memories were fresh for Heathcote on this brisk morning, although it’s not the kind of training session you would expect. It’s on a concrete pitch at a grade school just outside of Manchester, and all the players in the session are 10 years old. Most of Macclesfield’s squad have second jobs: There is a property developer, a lawyer, a podcaster and a gym owner. Their captain, Paul Dawson, supplements his wages packing boxes for a friend’s candle company.

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Heathcote, their 6-foot-2, no-nonsense center back, is a gym teacher, and on this particular morning, his day job is in session.

“Aubrey, everyone’s gone for red. You’ve gone for orange,” Heathcote says to one of the children.

“I like the color orange!” Aubrey, seemingly unaware of soccer’s strict two-color system, replies.

“Well, fair enough,” Heathcote says as Aubrey sticks resolutely to orange. Life comes at you fast as a semiprofessional footballer.

Macclesfield’s 15 minutes of fame is not over yet. The upset victory meant they won a place in the FA Cup fourth round and a date with Premier League side Brentford on Monday (Stream live on ESPN+). The question is whether they can do it all over again.

Brentford can learn a lot from Palace, whose manager, Oliver Glasner, said afterwards that his players “never showed up.” But what can they and other teams learn from Macclesfield?

LESSON 1: Find a purpose

If one person in the small town of Macclesfield were to teach a class on resilience, the football club’s 48-year-old owner, Robert Smethurst, would be a good place to start. He bought the club six years ago, just as it went out of business. English soccer’s pyramid can be a cruel system and Macclesfield had been on the losing end for years, tumbling down the league pyramid as unpaid tax bills and debts of £190,000 ($258,554 USD) piled up, causing players to go on strike.

Despite growing up 8 miles from the club’s stadium, Moss Rose, Smethurst had never been a fan of the team, nor had he ever been to see a game. He never realized the scale of the problem: Debt collectors had already taken pretty much anything of value. There was no kitchen equipment. Copper pipes were removed. There was a gap where an air-conditioning unit had been. The playing squad had left. Why did he do it?

The truth is, Smethurst doesn’t actually remember buying the club. Macclesfield was on its knees, but so was he. After selling his online car business for more than £10 million ($13.6 million) a couple of years prior, he felt he’d lost any sense of purpose.

“Being bored at 12 o’clock, what do you do? I opened a bottle of wine,” Smethurst tells ESPN. “For me, that then got worse. It went into addiction. I was drinking more and more and losing the person I was.”

It was a friend of Smethurst’s who had spotted Macclesfield, recently out of business, on a real estate website called Rightmove. Without much thought — and in a cloud of his alcoholism — he asked his solicitor to send a £500,000 ($680,267) offer.

“I can’t really remember it because I just thought it was fun for me,” Smethurst says, barely paying a second thought to it until he got a call days later to say the sale had gone through. That’s when reality hit.

“I was like, ‘What the hell have I bought?'” he says. “When I finally came round a little bit, came to have a look at it — I’d never even seen it — I realized that it had been ripped apart. The whole place was just s—.”

If the stadium was bad enough, the club’s wider predicament was even worse. After going out of business, a club has to be recreated, starting at the very foot of English soccer’s pyramid system. Forget the sixth-tier where they are now. Macclesfield Town were entered into the North West Counties Football League — the ninth and final tier — where attendances often rank in the low hundreds.

Smethurst’s drinking didn’t stop until a year later. “I put myself into recovery,” he says. He did the steps, learned more about why he drank and realized he had a purpose that he was leaving unfulfilled. Around the same time, he was diagnosed with attention-deficit/hyperactivity disorder (ADHD).

“I went into recovery and kind of came out there with a great mindset,” he says. “I was really fighting for my life, but also wanting to make a difference … Everything that I’ve done with the club was about: ‘How can I build something special after recovery? How can I change people’s lives?’

“I started on that journey. I spent about £4 million ($5.4 million) of my own money doing it all up, new pitches, new bars, a gym for the community, all that kind of stuff.”

Macclesfield earned three promotions in four seasons, winning three league titles along the way. The trophies are proudly on display inside the club bar. They did so, primarily, by being the biggest spenders in each of those divisions. Anyone you speak to in Macclesfield will readily cite the club’s facilities and Smethurst’s financial backing as the primary reason for going from the ninth tier to beating Crystal Palace.

Smethurst is the first to admit that the club’s relative financial might got them through the first three divisions. Now that they’ve found their level in the sixth tier, it is the town’s togetherness — and outside investment — that can take them further.

“People like the fans can come and talk to me and access and come and meet me in the office,” he says. “I’ve been out for a coffee with fans before. It’s a different thing. We’re all in this together. I’m accessible to everybody. If anybody wants to come and talk to me, they can. If they want to take my number, they can. If they’re worried about anything, they can call me.”

LESSON 2: You always have each other

John Rooney should really have been worrying about the tactics board. It was an hour before the FA Cup clash with Palace, and Rooney, brother of Manchester United legend Wayne Rooney, taking his first steps into football management at Macclesfield, was worried about something else entirely.​

The team gathered in the home dressing room, but one player’s locker was left empty. It was for their 21-year-old striker Ethan McLeod, who died in a road traffic collision on Dec. 16 — just one week after Macclesfield got the dream draw to face Palace, and less than a month before the big game.

Rooney had spoken to McLeod’s parents the night before the Palace game. McLeod’s father had wished the team luck and said they would be in attendance. Now, as the team counted down the minutes to kickoff, Rooney was worried that passing on that message would add too much pressure.

“I was questioning myself, do we tell them or do we not?” Rooney tells ESPN.

Ultimately, he decided against it. The grief was still fresh. Rooney knew his players genuinely wanted to win it for Ethan, whose image looks over the pitch at Moss Rose and whose number was retired. That kind of message could wait until after the game.

The incident happened on a Tuesday night after a last-gasp 2-1 win over Bedford Town FC. McLeod, who had just started to get a run in the team, was an unused substitute.

“Something I’ll never forget that will live with me for a long, long time is the selflessness that he had,” striker Danny Elliott, Macclesfield’s top scorer, says. “He was a striker, I’m a striker. For most of the season, I think it’s fair to say that he was kind of second to me. That night against Bedford, he didn’t actually get on the pitch, but I scored a winning goal in the last minute. As a 21-year-old striker, I know that I would have probably been a bit disappointed to not get on the pitch, but he was the first person to come and celebrate with me. He was really happy for me.”

McLeod would typically have travelled back with the rest of the squad on the team bus, but on this occasion, it was easier for him to drive back to his hometown, Wolverhampton. He got in his car and drove ahead. The team bus left minutes later, but was soon held up in standstill traffic. When they passed the incident, they realized it was a major crash. They didn’t give it much more thought until Rooney, who returned home at 6 a.m. in part due to the traffic, got a call to say it was McLeod’s car in the fatal collision.

Rooney, who had now been awake for nearly 24 hours, decided his players should hear the news from him. He called them all, one by one.

“The players were breaking down on the phone, and after that, I’d pick the phone up, tell someone else and — and then someone else,” Rooney recalls.

“I can’t imagine how difficult that must have been for him,” Elliott said of his manager. “I have the utmost respect for him. That was actually his birthday as well, so I can’t imagine what that must have been like.”​

The following night, the team met at their Moss Rose stadium in the club bar and sat for hours. “We sat in the room and cried together for a few hours,” Elliott says. “But also, the beautiful thing about football is that it continues.”

Macclesfield canceled their game the following weekend to, as Elliott put it, “grieve as a group.” They lost two of their next three games. The FA Cup third-round date would be the fourth.

LESSON 3: Ignore the odds

All Crystal Palace’s players had to do was look to their left to see the warning sign. It was written on the side tunnel, the last they would have seen before they stepped out onto the field for the FA Cup tie. It read, in capital letters: “DREAM. BELIEVE. ACHIEVE. AGAINST ALL ODDS.”

Maybe Palace players never paid much notice. The pitch had been freshly thawed from a snowstorm days earlier. Macclesfield captain Dawson, on top of his job at the candle company and youth coaching, made time to help club staff shovel snow off the pitch earlier that week for a league game — much to the ire of his manager, Rooney.

“I was on the shovel until the gaffer rang me,” Dawson says. “He wasn’t very happy. I told him that I was just sat on the tractor all day, which I hadn’t. I just lied.”

Dawson’s hard work had paid off, but it still would have been below the standards that Premier League teams are used to. Before the game, Dawson walked out onto the field and met his opposing captain, England international Marc Guéhi (who would sign for Manchester City later in January). Dawson later told British radio station TalkSport: “Franny [our assistant coach Francis Jeffers] turned around to Marc and he goes, ‘Pitch all right for you?’ He replied, ‘No, not a bit of me this.’ From that moment on I thought, ‘You know what? There’s something here for us.'”

As it turned out, it was Dawson who scored the game’s opening goal. He had been bleeding from his head just eight minutes into the tie from a clash with Palace defender Jaydee Canvot, meaning he donned a bandage around his forehead for the rest of the game. When Macclesfield were awarded a free kick 30 yards from Palace’s goal, Heathcote helped him rearrange the dressing before the ball was floated into the box, which Dawson duly headed home.​

“I have to be honest, I’ve watched it several times. I don’t actually remember it happening,” Dawson says. “When a big moment like that happens, it just erases from your memory. I don’t really remember much of the game until I’ve watched it back.”

Scenes in the dressing room 🍾

Macclesfield FC players and staff sing Adele’s Someone Like You after their FA Cup victory over Crystal Palace 🎶 pic.twitter.com/by44M82ZFx

— Football on TNT Sports (@footballontnt) January 10, 2026

What happened next only added to the Cinderella story. Macclesfield went in at halftime with their highly unlikely 1-0 lead, and manager Rooney told his team to calm down: If they just didn’t concede in the second half, then they would pull off the upset. You can imagine the shock when forward Isaac Buckley-Ricketts made it 2-0 in the 61st minute, prodding the ball past the Palace goalkeeper.

There was still time for Palace to spoil the party. Macclesfield’s two-goal lead was cut in half after a free kick from Palace winger Yéremy Pino, whose £26 million ($35 million) transfer fee last summer is 26 times larger than Macclesfield’s entire player expenditure. When that proved too little, too late, the customary fan pitch invasion followed. Soon, Dawson was hoisted onto two fans’ shoulders.

“The next minute I was in the air. My calf had a cramp!” he says. “I was trying to stretch it, but everyone kept patting me and singing.”

Dawson reunited with his teammates in the changing room, McLeod’s spot still vacant. They linked arms and sang Adele’s “Someone Like You.” McLeod’s parents came to join the celebrations, and Rooney passed on the message he had agonized about before the game.

“I will always remember that they were part of this day with us,” Rooney says. “To have his family around to be part of that day with us meant a lot to me.”

Opta, the leading data provider in world soccer, have a live global power ranking of 13,000 teams across world football. Palace were 19th prior to that FA Cup clash; Macclesfield were 6,879th — around the same level as Mons Calpe, who are third in the Gibraltar Premier League, and similar to Ghanaian minnows WaleWale Catholic Stars FC.​

Next up in their FA Cup odyssey is Brentford, another Premier League side who, at the time of writing, are ranked 13th in Opta’s system. Macclesfield were the first team to beat a club five leagues above them. Lightning would have to strike twice for it to happen again.

But who would bet against it?

“I’m a football fan. My whole life has been football, so the Premier League for me is what I always watch,” Rooney says. “We know lots about them … Listen, we’re not going to be naïve. We’ll treat them like any other game, like we did with Crystal Palace.

“As we do with teams in our own league, we treat every team with respect, and I’m sure they’ll treat us with that respect as well.”