Chelsea were made to pay for some sloppy errors in possession as the Blues were beaten 4-2 by Manchester City.
Erling Haaland scored a hat-trick and there was a goal for Oscar Bobb in front of more than 70,000 fans at Ohio Stadium as individual errors contributed to all four City goals.
The Blues enjoyed more possession and had just as many shots at goal as City but could only manage the two second-half goals from Raheem Sterling and Noni Madueke.
Four changes
The Blues welcomed Enzo Fernandez and Moises Caicedo back into the starting XI, with Mykhailo Mudryk and Levi Colwill the others to return.
There was interest pre-match to see how Chelsea would line up following the return of the South Americans, with Kiernan Dewsbury-Hall and Christopher Nkunku previously playing in the two advanced positions ahead of Romeo Lavia.
Maresca appeared to change his formation slightly, with Malo Gusto playing more like a left wing-back - rather than inverting like he did against Club America - and Mudryk playing wide right.
Caicedo was alongside Lavia in a deeper midfield position, with Dewsbury-Hall and Fernandez playing in the more advanced central roles, with Nkunku as striker.
Torrid start
Chelsea had an awful opening five minutes as they conceded twice in quick succession.
The Blues conceded a penalty when former Manchester City defender Tosin Adarabioyo's pass was blocked by Jack Grealish and after gathering the ball, Haaland went down under minimal contact from Colwill.
His initial spot-kick sent Robert Sanchez the wrong way but it had to be retaken. This time Sanchez guessed correctly and got a hand to it but was beaten by the power as the ball nestled into the bottom right corner.
It was then 2-0 a minute later when Caicedo - playing his first Blues game of the summer - was wayward with a pass back to Tosin and Haaland was able to collect, shift the ball to his right and find the bottom corner.
Chelsea were enjoying plenty of possession but initially struggled to break down the City defence, with Jack Grealish the next to have a chance, cutting in from the left and forcing Sanchez into a routine stop.
The Blues did go very close to scoring midway through the half when a great pass by Fernandez from the right touchline picked out the run of Nkunku and he managed to control and force Stefan Ortega into a good save from a tight angle.
Colwill had a header go over the bar from a corner and Nkunku curled a shot from distance wide but it was City who went closest to getting the next goal before the interval as Haaland volleyed a cross from the left just wide.
City were almost handed a third goal when Tosin was caught in possession while running back to collect a long ball forward and James McAtee was able to nick in. But Sanchez recovered in time to save at his near post.
Chelsea should have pulled one back just before the break when Ortega's clearance went straight to Fernandez 30 yards from goal. However, the Argentina international's chipped shot went just wide of the empty goal.
Blues punished
Chelsea were made to pay for another sloppy pass ten minutes into the second half when substitute Sterling misplaced a pass on the halfway line and it led to an attack which ended with Oscar Bobb cutting inside eight yards from goal and shooting inside the near post.
A minute later and City's victory was effectively guaranteed when Haaland completed his hat-trick with a left-footed shot from the centre of the penalty box.
Chelsea pulled a goal back three minutes later in stunning fashion, as Madueke beat his man before crossing from the right and Sterling volleyed expertly into the top corner from around ten yards out.
The Blues could have had a second when Nkunku burst from deep and slipped in Marc Guiu but his right-footed shot went wide.
McAtee hit the near post with a powerful shot from a tight angle but Chelsea then went close to scoring again twice in quick succession.
Guiu almost rounded the goalkeeper when put through and moments later, Ortega produced a stunning save when a cross from the left ended up at the feet of Madueke following a blocked shot.
Chelsea continued to search for goals and Malo Gusto became the latest to have a shot go wide.
Half-time substitutes Sterling and Madueke had made a positive impact in the second half and the latter grabbed a deserved goal when he was put through wide right and he drove into the penalty area and found the far corner with a low shot, with what proved to be the last effort of the game.
Next up
Chelsea's 2024 USA tour will conclude on Tuesday against Real Madrid at the Bank of America Stadium in Charlotte, with general tickets still available here and Club Chelsea packages available here.
You can also watch it on the official Chelsea website and app for £4.99. Learn more here.
The teams
Chelsea starting XI: 1 Robert Sanchez; 24 Reece James (C), 4 Tosin Adarabioyo, 6 Levi Colwill, 27 Malo Gusto; 45 Romeo Lavia, 25 Moises Caicedo, 8 Enzo Fernandez; 22 Kiernan Dewsbury-Hall, 18 Christopher Nkunku, 10 Mykhailo Mudryk
Substitutes: 7 Raheem Sterling for Caicedo 46, 11 Noni Madueke for Mudryk 46, 5 Benoit Badiashile for Tosin 61, 38 Marc Guiu for Fernandez 61, 16 Lesley Ugochukwu for Dewsbury-Hall 79, 29 Wesley Fofana for James 79
Substitutes not used: 12 Filip Jorgensen, 13 Marcus Bettinelli, 34 Josh Acheampong, 21 Ben Chilwell, 40 Renato Veiga, 17 Carney Chukwuemeka, 41 Angelo, 32 Tyrique George, 19 Armando Broja
Goals: Sterling 59, Madueke 89
Bookings: Caicedo 14, Gusto 42, Fernandez 45
Manchester City starting XI: Ortega, Lewis, Phillips, Gvardiol, Wilson-Esbrand, Kovacic, O'Reilly, Bobb, McAtee, Grealish, Haaland
Manchester City substitutes: Ederson, Carson, Perrone, Wright, Simpson-Pusey, Katongo, Ndala, Galvez, Susoho, Oboavwoduo, Mbete, Heskey, Doyle, Fatah
Goals: Haaland 4, 5, 56, Bobb 55,
Bookings: McAtee 41