The MLS All-Stars will out-class Chelsea en route to a major upset.

These two sides will square off tonight, as a band of the best Major League Soccer players come together in a matchup against the European Champions in Philadelphia.

While Chelsea features the more talented roster, exhibition matches tend to be fickle things.

Often, the top players on each side will only play in a short burst; then, the game comes down to whichever side of reserves wants it more.

For Chelsea, that means some of their younger stars will get the opportunity to prove themselves and push for playing time when the league season kicks off next month.

However, for the MLS All-Stars, there is significantly more on the line—pride.

This may not sound like much, but these players are consistently told that the level of soccer in the MLS isn't on par with that of the top European leagues.

That constant knock on their brand has to wear on these players, and you will surely see a passionate effort from these talented North American footballers.

Still, it will be a tough matchup.

Chelsea has some of the top talents in the world, including, English stars Ashley Cole and John Terry, Spanish striker, Fernando Torres and the amazingly consistent Petr Cech in goal.

Those are only a few of Chelsea's stars. Hell, they're so talented that a player like Torres doesn't even get the start every match.

Still, there is nothing on the line for Chelsea in this showdown. They’re just trying to get back into game shape for their league season. This game means nothing to them, outside of impressing their coaches in a play for time on the pitch.

The MLS All-Stars may not play overseas, but they still feature some gifted players.

Eddie Johnson of the Seattle Sounders is an accomplished goal scorer, and Landon Donovan is the best player in US history.

In addition, this squad has some former European greats on their roster. David Beckham still brings a flair to the pitch that few others are capable of, and Thierry Henry remains a world-class finisher.

These players, along with a mix of up-and-coming youth and crafty veterans, make the All-Stars stiff competition for any club, no matter how lauded.

The Blues can't afford to take this team lightly, and if Roberto Di Matteo makes numerous substitutions (which he assuredly will as the substitution limit has been increased to 10), Chelsea will be pushed.

Actually, they have already been tested in their tuneup schedule. The Blues played two matches as a part of the World Football Challenge, coming away with an entertaining 4-2 win over the MLS's Seattle Sounders and playing Paris-Saint Germain to a 1-1 draw.

The MLS All-Star squad they will face is more talented than both of these sides, and if Chelsea doesn't send their best to the pitch, they will fall.

However, the thought of losing won't even push Chelsea to put in their best players.

Di Matteo has to keep his players healthy for league season and is just looking to get an idea of where his footballers are.

The All-Stars, on the other hand, have no such restrictions. They will come out playing free and should put a lot of pressure on the Blues.

It will be an up-and-down game with a lot of scoring, but in the end, the MLS will come away with a victory over the European champs.

They're just more motivated and have the ability to play freely.

Prediction: MLS All-Stars 4 Chelsea 3

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