Liverpool boss Rafael Benitez will warn his players to be on their guard against a fallen giant who used to be one of their biggest rivals.
Benitez will send out a much-changed side tomorrow at Elland Road against Leeds in the third round of the Carling Cup.
But the Spanish coach is more than aware that the tie is being seen by Leeds and their fans as a rare chance to compete again against one of their biggest rivals from an illustrious past.
Benitez says: 'I believe the game will be a sell-out, and it is a surprise to me that Leeds find themselves in League One these days.
'Leeds will be difficult, we know they are a big club and we respect their history.'
The rivalry with Liverpool dates back to the 1960s when the Reds beat Leeds 2-1 in the '65 FA Cup final with goals from Ian St John and Roger Hunt.
For the next decade the two clubs were neck and neck for the country's top honours. Liverpool won the title in '66 with Don Revie's men runners-up, and the positions were reversed in '69, with Leeds again winning the title in '74 ahead of the Anfield side.
Things have changed dramatically with Leeds' sorry decline, but after 15 successive home league wins having helped them to the top of League One, the Yorkshire club's fans sense this may be the season they start their climb back to the top flight.
And a chance to shock Liverpool, even in the Carling Cup, will be accepted with both hands.
Benitez says: 'I have been watching DVDs of their games and it is clear that their supporters are very important to them. They back their team all the time and make it tough for their opponents.
'Those fans are amazing, such loyalty and support, and that has been very apparent to me in watching tapes from last season.
'We know it will be tough. It is a massive club despite the division they are in.'
Liverpool will field very much a shadow side from the one that beat West Ham 3-2 on Saturday in the Barclays Premier League.
Benitez said: 'We will try to manage the squad for the match and use some different players.
'But we want to win and get to the final. In my first season we got to the Carling Cup final and were winning with 10 minutes to go before we conceded an own goal.
'I would like to go to the final again and make amends for that defeat (by Chelsea).'
He added: 'I have no doubts that this will be a very difficult match. They have quality and they are a big club with great traditions.
'They will want to win this one because of the situation they find themselves in.
'They have passion, quality and the fans are always really behind their team.'
Liverpool are likely to include second-choice goalkeeper Diego Cavalieri, new Greece defender Sotirios Kyrgiakos, Swiss defender Philipp Degen, Italian full-back Andreas Dossena and Holland winger Ryan Babel.
There could also be run-outs for youngsters Stephen Darby, Jay Spearing, Martin Kelly and Nathan Eccleston.
Ukrainian striker Andriy Voronin and French youngster David Ngog, who scored the winner for the reserves last week against Manchester United, could also start the game.
Benitez may also take the chance to give full-back Fabio Aurelio his first start of the season following a knee injury while centre-back Daniel Agger is also being considered after a back operation.
But Liverpool could well have the likes of Steven Gerrard, Fernando Torres and Dirk Kuyt on the bench in case they are needed.
Benitez said of Agger, back in training last week for the first time this season: 'Daniel has been put on a special training programme over the last few days and we will make a late decision on his involvement.'
The Anfield chief, though, has little doubt of the challenge facing his side, saying: 'Their striker Jermaine Beckford has impressed a lot of people, and there is a view that he is the best striker in the Football League.
'He has pace and ability. He scores a lot of goals and will be a danger.
'It a real surprise to me that they have fallen so far. I recall one of the first games I saw in England was between Leeds and Manchester United with Harry Kewell playing against Jaap Stam, that was not so long ago.
'It is a shock and disappointment for everyone to see Leeds in the position they are in now. I am aware that back in previous years, there was a big rivalry between Leeds and Liverpool.
'In those days the clubs met in cup finals, and Leeds have not forgotten those days.'