Substitute Jon Walters scored a late penalty as Stoke came from behind to beat Besiktas.
The Turkish side opened the scoring in the 14th minute when Roberto Hilbert ran on to Ricardo Quaresma's fine through ball to score.
But Peter Crouch equalised a minute later when he stabbed in from close range after a corner was not cleared.
Substitute Walters had already hit the post when he netted from the spot with 12 minutes remaining.
After drawing their first game in Kiev the Potters are now top of Europa League Group E ahead of back-to-back games with Maccabi Tel-Aviv.
Did You know?
Peter Crouch has now scored five goals in seven Europa League games
Manager Tony Pulis had complained before the game that his side needed help after being handed away Premier League games after each Europa League match.
As a result Pulis made seven changes from the side which drew 1-1 with Manchester United last weekend, with only Crouch, Rory Delap, Ryan Shawcross and Matthew Etherington remaining in the starting XI.
But he still saw his side produce a rousing display which owed much to their lauded prowess from set-pieces, despite Uefa regulations meaning the pitch had to be widened and, in the process, the run-up area for Delap's long throws reduced.
Former Turkey goalkeeper Rustu Recber flapped at his first Delap throw but was given a soft free-kick by referee Antony Gautier.
Delap headed a Dean Whitehead corner narrowly wide before Besiktas took the lead through Hilbert. Quaresma split the defence with a magnificent through ball and Hilbert flicked the ball first-time around Thomas Sorensen despite Robert Huth's desperate challenge.
Stoke needed a response and took less than two minutes to level through Crouch.
Rustu failed to collect a Whitehead corner, Shawcross saw his effort blocked and Crouch was on hand to bundle over the line from three yards out.
For Crouch - sent off for Tottenham in the quarter-finals of the Champions League against Real Madrid in his last European appearance - it was a 27th European goal in 51 appearances.
A free-kick from Matthew Etherington caused more confusion on the stroke of half-time but Mehmet Aurelio was able to hook the ball clear with Cameron Jerome poised to strike.
Matthew Upson was fortunate to avoid conceding a penalty when a corner struck him on the arm before Walters almost scored with his first touch when Rustu managed to turn his shot on to the frame of the goal.
Qauresma then nearly scored a fluke second when his shot deflected off Huth and span on to the post before Delap fired over from a tight angle.
The Potters were awarded a penalty with 12 minutes left and there was no surprise it came from a corner.
Pennant's delivery was headed goalwards by Upson and Tomas Sivok pulled down Crouch inside the six-yard box. Walters stepped up and smashed the spot-kick high into the net to secure the victory.
Stoke manager Tony Pulis: "They are a very, very good side - I said it before the game.
"They have some good players, and some of them that played today had been rested on Sunday. We think they are a massive danger in this group, so we are very pleased with the result.
"I thought in the first half they played very well, outnumbered us in midfield and moved the ball very quickly. At times we were chasing the ball.
"But in the second half we made some changes, pushed on a bit and caused them a few more problems. On another day we could have scored three or four goals."
Besiktas coach Carlos Carvalhal: "Stoke won, but they were not the best team on the field - in my opinion, that was my team.
"If you give a penalty in that situation, in these matches there will be 10 or 20 penalties, because players come together all the time.
"The officials also didn't see a handball in the area, and we are not comfortable with this."
- 29 Sorensen
- 04 Huth
- 17 Shawcross
- 20 Upson Booked
- 30 Shotton
- 18 Whitehead
- 24 Delap
- 26 Etherington (Pennant - 51' )
- 40 Palacios (Whelan - 60' Booked )
- 25 Crouch
- 33 Jerome (Walters - 59' )
- 27 Nash
- 28 Wilkinson
- 06 Whelan
- 12 Wilson
- 16 Pennant
- 32 Arismendi
- 19 Walters
- 01 Rustu
- 03 Koybasi
- 06 Sivok Booked
- 55 Korkmaz
- 04 Fernandes
- 07 Quaresma
- 13 Hilbert
- 15 Aurelio (Holosko - 82' )
- 18 Uysal (Ernst - 75' )
- 20 Simao
- 33 Edu
- 99 Gonen
- 27 Sidnei
- 08 Kavlak
- 17 Ekrem Dag
- 28 Ernst
- 11 Pektemek
- 23 Holosko
Live Text Commentary
Full Time The referee ends the match.90:00 +2:10
Egeman Korkmaz takes a shot from just inside the penalty box which clears the bar.90:00 +1:24
Robert Huth is adjudged to have handled the ball. Free kick crossed right-footed by Manuel Fernandes from right wing.90:00 +1:15
Centre by Ricardo Quaresma, Robert Huth gets a block in.90:00
Peter Crouch has an effort at goal from outside the penalty box which goes wide right of the target.89:16
Ryan Shotton fouled by Eduardo De Oliveira, the ref awards a free kick. Thomas Sorensen takes the free kick.86:30
Ricardo Quaresma delivers the ball, Manuel Fernandes takes a shot. Robert Huth gets a block in.84:50
Free kick awarded for an unfair challenge on Eduardo De Oliveira by Dean Whitehead. Direct free kick taken by Tomas Sivok.83:55
Egeman Korkmaz challenges Ryan Shawcross unfairly and gives away a free kick. Thomas Sorensen takes the direct free kick.82:07
Manuel Fernandes crosses the ball in from the free kick, clearance made by Matthew Upson.82:07 Booking
Booking Glenn Whelan goes into the book for unsporting behaviour.81:51
Glenn Whelan gives away a free kick for an unfair challenge on Ricardo Quaresma.81:21 Substitution
Substitution Filip Holosko on for Mehmet Aurelio.80:30
Shot from 12 yards by Eduardo De Oliveira. Save made by Thomas Sorensen.77:40 Goal scored
Goal! - Jonathan Walters - Stoke 2 - 1 Besiktas Penalty taken right-footed by Jonathan Walters and scored. Stoke 2-1 Besiktas.77:10 Booking
Booking Tomas Sivok receives a caution for unsporting behaviour.76:35
Tomas Sivok gives away a Penalty for an unfair challenge on Peter Crouch.76:11
Corner from right by-line taken by Jermaine Pennant.75:59
Ryan Shotton delivers the ball, Ismail Koybasi gets a block in.74:11 Substitution
Substitution Fabian Ernst joins the action as a substitute, replacing Necip Uysal.
Glenn Whelan produces a right-footed shot from long range which goes wide right of the target.71:26
Free kick awarded for an unfair challenge on Jermaine Pennant by Egeman Korkmaz. The free kick is delivered right-footed by Jermaine Pennant from right channel, save by Rustu Recber.70:40
The ball is delivered by Jermaine Pennant, Rory Delap produces a right-footed shot from inside the area that clears the crossbar.69:22
Foul by Roberto Hilbert on Peter Crouch, free kick awarded. Free kick taken by Dean Whitehead.68:07
Free kick awarded for a foul by Peter Crouch on Tomas Sivok. Direct free kick taken by Rustu Recber.67:11
The offside flag is raised against Jonathan Walters. Free kick taken by Rustu Recber.66:29
Ricardo Quaresma has an effort at goal from outside the penalty box striking the post.66:02
Jonathan Walters takes a shot. Save made by Rustu Recber.64:17
Free kick awarded for an unfair challenge on Rory Delap by Ricardo Quaresma. Centre by Jermaine Pennant, Ryan Shawcross has a headed effort from close range and clears the crossbar.64:11
Centre by Jermaine Pennant.63:07
The ball is crossed by Ricardo Quaresma, Thomas Sorensen makes a save.60:32
Corner taken right-footed by Jermaine Pennant.60:00 Substitution
Substitution Glenn Whelan on for Wilson Palacios.59:49
Jonathan Walters has a drilled shot. Save made by Rustu Recber.58:54
Dean Whitehead takes a shot. Save made by Rustu Recber.58:08 Substitution
Substitution Cameron Jerome leaves the field to be replaced by Jonathan Walters.57:42
The ball is delivered by Simao Sabrosa, Thomas Sorensen makes a save.57:04
Corner taken by Manuel Fernandes from the left by-line played to the near post.56:51
Manuel Fernandes has an effort at goal. Dean Whitehead gets a block in.54:43
Ricardo Quaresma takes a shot from 20 yards. Robert Huth gets a block in.52:03
Free kick awarded for a foul by Ryan Shotton on Rustu Recber. Rustu Recber takes the free kick.50:37
Tomas Sivok takes the direct free kick.50:37 Substitution
Substitution Jermaine Pennant joins the action as a substitute, replacing Matthew Etherington.50:37
Mehmet Aurelio fouled by Peter Crouch, the ref awards a free kick.48:50
Effort from 20 yards by Ricardo Quaresma. Save by Thomas Sorensen.48:20
The ball is crossed by Ricardo Quaresma.46:31
Ryan Shotton gives away a free kick for an unfair challenge on Simao Sabrosa. Free kick taken by Manuel Fernandes.45:01
The referee starts the second half.45:00 +0:24 Half time
Half Time The half-time whistle blows.45:00 +0:16
Corner from the left by-line taken by Dean Whitehead, Rustu Recber makes a save.44:22
Roberto Hilbert challenges Dean Whitehead unfairly and gives away a free kick. Free kick taken by Matthew Etherington.43:47
Manuel Fernandes takes a short corner.42:46
Free kick awarded for a foul by Matthew Upson on Eduardo De Oliveira. Free kick crossed right-footed by Manuel Fernandes, clearance by Peter Crouch.42:46 Booking
Booking The referee cautions Matthew Upson for unsporting behaviour.41:16
Shot from just outside the area by Ricardo Quaresma goes over the bar.40:34
Outswinging corner taken by Manuel Fernandes, clearance made by Ryan Shawcross.39:31
Egeman Korkmaz challenges Peter Crouch unfairly and gives away a free kick. Ryan Shotton takes the direct free kick.36:27
Cameron Jerome sends in a cross, Tomas Sivok makes a clearance.34:44
Rory Delap delivers the ball, clearance made by Tomas Sivok.33:37
Ricardo Quaresma takes a shot. Save by Thomas Sorensen.33:09
Eduardo De Oliveira sends in a cross, Ryan Shawcross makes a clearance.32:53
Ricardo Quaresma produces a cross.32:04
The referee gives a free kick against Ricardo Quaresma for handball. Thomas Sorensen takes the direct free kick.31:18
Robert Huth produces a right-footed shot from the edge of the area and misses to the left of the goal.29:59
Ricardo Quaresma has an effort at goal from outside the box which misses left.29:35
Drilled right-footed shot by Manuel Fernandes. Save by Thomas Sorensen.27:22
Corner taken left-footed by Matthew Etherington from the right by-line, Mehmet Aurelio manages to make a clearance.26:33
Unfair challenge on Matthew Etherington by Mehmet Aurelio results in a free kick. Matthew Etherington crosses the ball in from the free kick, Roberto Hilbert manages to make a clearance.25:36
Foul by Peter Crouch on Egeman Korkmaz, free kick awarded. Tomas Sivok takes the free kick.22:30
Foul by Matthew Upson on Rustu Recber, free kick awarded. Rustu Recber takes the direct free kick.22:03
Inswinging corner taken left-footed by Matthew Etherington from the right by-line.20:41
Foul by Manuel Fernandes on Matthew Etherington, free kick awarded. Free kick crossed left-footed by Matthew Etherington, clearance made by Rustu Recber.19:53
Ricardo Quaresma has an effort at goal from just inside the box that misses to the right of the target.18:28
The ball is crossed by Ricardo Quaresma, clearance made by Matthew Upson.17:38
Ismail Koybasi fouled by Cameron Jerome, the ref awards a free kick. Manuel Fernandes takes the direct free kick.17:07
The ball is crossed by Matthew Etherington, Header from deep inside the penalty area by Cameron Jerome goes harmlessly over the crossbar.14:43
Dean Whitehead provided the assist for the goal.14:43 Goal scored
Goal! - Peter Crouch - Stoke 1 - 1 Besiktas A goal is scored by Peter Crouch from close in low into the middle of the goal. Stoke 1-1 Besiktas.14:21
Inswinging corner taken by Dean Whitehead,13:01
Assist on the goal came from Ricardo Quaresma.13:01 Goal scored
Goal! - Roberto Hilbert - Stoke 0 - 1 Besiktas Goal scored by Roberto Hilbert from inside the penalty area to the bottom left corner of the goal. Stoke 0-1 Besiktas.10:20
Free kick awarded for an unfair challenge on Manuel Fernandes by Peter Crouch. Tomas Sivok takes the free kick.9:36
Ricardo Quaresma produces a right-footed shot from outside the penalty box and misses right.8:53
Ryan Shotton concedes a free kick for a foul on Roberto Hilbert. Manuel Fernandes takes the direct free kick.6:33
Inswinging corner taken by Dean Whitehead from the left by-line, Header from close range by Robert Huth misses to the right of the goal.5:56
The assistant referee signals for offside against Eduardo De Oliveira. Thomas Sorensen takes the free kick.4:44
Unfair challenge on Rustu Recber by Ryan Shawcross results in a free kick. Direct free kick taken by Rustu Recber.2:05
The ball is sent over by Rory Delap.1:23
Ricardo Quaresma has an effort from just inside the box that misses to the left of the goal.0:00
The game begins.
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