Could do little to prevent any of the Real Madrid goals although he made a superb double save to deny Ronaldo a hat trick.
Was beaten too easily by Ronaldo for the opening goal although on the whole, he coped well with Benzema.
Aided the attack with his willingness to get forward from left back. However, this sometimes meant he left his wing too exposed.
Endured a miserable game and was visibly upset when substituted. Culpable for Real's third goal.
Had a glorious chance to seal a famous comeback when he headed narrowly wide with minutes to play.
He was forced off in the first half due to a muscular problem.
As an 18-year-old on loan from Atletico, he was keen to impress and his distribution and pressing ensured Rayo won the midfield battle in the second half.
The captain's experience and accurate passing ensured Rayo once again dominated possession.
The on-loan Valencia man scored twice from the spot and was involved in the majority of his side's attacks.
He was desperately unlucky to see his goal disallowed in the first half and looked impressive cutting in from the left.
Superb performance from the Guinea international who constantly beat his man down the right and whipped dangerous balls into the box.
He was close to saving Viera's first penalty and helped ensure his side's victory with his stunning save from Bueno's effort.
He was extremely fortunate not to be sent off for a second bookable offense on Falque and was wisely substituted by Ancelotti.
Tripped Viera to gift Rayo its first penalty but aside from that, he turned in an assured defensive performance alongside Ramos.
The Portuguese left back injured his ankle in a nasty fall early on and was replaced by Marcelo before halftime.
He won the majority of his aerial and individual duels but should have put his name on the score-sheet in the first half.
Made his first start after a five-month lay-off and showed few signs of rustiness, pulling the strings in midfield with his brilliant range of passing. Real looked less assured after he was substituted.
The Croatian claimed the assist for Ronaldo's first goal but he could not prevent Rayo from dominating the midfield battle in the second half.
Á. di María
The Argentine was quieter in a central role and struggled to show his attacking and creative qualities.
Although he didn't get on the score-sheet, he looked lively down the right and his precise cross set up Benzema for Real's second before he again turned provider for what turned out to be Ronaldo's winning goal.
The France striker didn't see too much of the ball but showed good awareness to be in the right place to head home Bale's cross.
Continued his stunning form with two well-taken goals to take him up to 109 goals in his last 100 Real Madrid games. Is it his year for the Ballon d'Or?
He looked lively from the bench with his willingness to take players on. Twice came desperately close to finding the equalizer.
The Batistuta lookalike made an impact off the bench and he was unlucky to see his powerful header cannon back off the crossbar.
Was unfortunate not to score against his former club as his brilliant effort was tipped onto the post by Lopez.