Gillingham gave their illustrious Premiership opponents a scare but can have few complaints about their exit from the Carling Cup at the hands of Blackburn Rovers.
Mark Stimson made four changes, bringing Royce, Oli, Maher and McCammon into the side and switching to a 4-4-2 formation.
Blackburn set their stall out right from the kick-off with Morten Gamst Pedersen forcing Royce into a stunning save to push his right wing free-kick around the top corner.
They took the lead direct from their next attack as Kalinic centred for David Dunn to slot a routine finish under the oncoming Simon Royce.
Gillingham's first chance came shortly after as Jackson teed up Dennis Oli to shoot from distance but Jason Brown was more than equal to his rising drive.
The home side grew in confidence and split the Blackburn defence with a sweeping 17th minute attack that saw McCammon send Oli clear before the flying forward lifted a cross/shot wide of Brown's right hand post.
Two minutes later Fuller gave Jackson room to cross from the right, Mark McCammon rose to meet it and headed agonisingly wide.
The visitors gave Gillingham a timely reminder of their quality after 24 minutes as David Hoilett struck a powerful drive wide from the right side of the area.
Shortly after the half hour Blackburn threatened again as David Hoilett raced goalwards only to see his shot deflect off Gowling's heel for a corner.
In the 36th minute of a pulsating half Barry Fuller came close to opening his account for the Gills with a fiercely struck free kick, Jason Brown spilled his block to McCammon whose near post header was blocked.
Blackburn took just 30 seconds to score at the start of the second half, Keith Andrews crossing for David Hoilett to head into Royce's bottom left corner as the Gills were caught napping.
Within moments it should have been three as Nzonzi rose to meet Pedersen's in-swinging corner only to head over the bar with the goal at his mercy.
On 50 minutes second half sub Jason Roberts raced down the Rovers left before laying off for Hoilett to blaze over as the Gills struggled to find their feet in the second half.
Moments later Brown was called into action as Barry Fuller made up ground on the right flank, supplying Jackson whose miss hit shot fell kindly for the former Gills keeper.
In the 58th minute Jason Roberts shot was cleared off the line by Mark McCammon it fell to Pedersen who crashed it back straight down the throat of a grateful Simon Royce.
Ten minutes later the visitors struck the woodwork after Roberts headed Hoilett's hook shot goalwards, Royce tipped it onto the bar and was grateful to gather on the line.
Seconds later Gillingham has a lifeline as Khizanishvili felled Simeon Jackson in the box and the Gills leading scorer stepped up to fire the resulting penalty into the bottom corner.
In the 73rd minute a mix up between Bentley and Gowling allowed Roberts clean through on goal but the Jamaican strikers shot was saved. Morten Gamst Pedersen sent over a wicked free kick which found its way into the net
despite the best efforts of Fuller on the line.
Ten minutes from time McCammon found himself in space on the right of goal but he snatched at his shot and his effort ended up deep in the Rainham End.
Blackburn closed out the final minutes and despite their best efforts Gillingham could do nothing to prevent a Carling Cup exit.
Attendance: 7,203 (434 visitors)
Gillingham: Simon Royce, Barry Fuller, Mark Bentley, Josh Gowling, John Nutter, Dennis Oli (74 Chris Palmer), Kevin Maher (65 Danny Jackman), Curtis Weston (65 Jack Payne), Andy Barcham, Mark McCammon, Simeon
Subs not used: Adam Miller, Jacob Erskine, Tom Wynter, Alan Julian.
Blackburn Rovers: Jason Brown, Steven Reid (46 Vince Grella), Zurab Khizanishvili, Gael Givet, Martin Olsson, Steven Nzonzi, Keith Andrews, David Dunn (59 Elrio Van Heerden), David Hoilett, Nikola Kalinic (46 Jason Roberts),
Morten Gamst Pedersen.
Subs not used: Frank Fielding, Lars Jacobsen, Stephen Warnock, Phil Jones.