Benitez instantly set about rebuilding both the playing squad and backroom staff, bringing with him many of his Spanish coaches and trainers.  He also invested in several high profile Spanish internationals, notably Xabi Alonso and Luis Garcia.

Benitez's first season in charge was a difficult one, as the Spaniard struggled to adapt to the new language and style of football.  Liverpool eventually struggled to fifth place in the league, finishing behind local rivals Everton.  Injuries to key players had a major impact through-out the season, although it would be fair to say that Benitez perhaps underestimated some of the league's smaller teams, resting key players and relying on squad players that in hindsight were not of the required quality.  Benitez also had the problem of trying to replace Liverpool's leading striker, Michael Owen.  Although Owen had been delighted at Benitez's appointment, he refused to sign a new contract, raising the possibility of him leaving on a free transfer at the end of the season.  Faced with the prospect of losing one of Europe's hottest talents for nothing, Benitez was forced to sell Owen rather than risk losing him for nothing in twelve months time.

Despite the difficulties, Benitez's first season in charge was to end on a glorious note as Liverpool won the Champions League for the fifth time in the clubs history.  The final will always be remembered for Liverpool's remarkable comeback from 3-0 down at half time.  The victory is even more remarkable when you consider some of the players that Benitez was working with.  Regardless of Benitez's future successes, the 2005 Champions League Final in Istanbul will be regarded as Benitez's finest hour.

The following season saw Liverpool fans eager for a realistic title challenge, buoyed by the European success of the previous season.  Sadly a title challenge never materialised, with Liverpool losing too many early games to ever really be in the hunt.  The team did finish in the top 4, and reached the knock-out stages of the Champions League again, but for many fans the poor league form was a major worry.  However, the season would again end on a high note, as the club claimed a dramatic penalty shoot out victory in the FA Cup Final.  With only injury time remaining Captain Steven Gerrard score a stunning 30 yard strike to take the game into extra time, and after a goalless 30 minutes, new goalkeeper Pepe Reina saved 2 West Ham penalties to bring the FA Cup back to Anfield.

By now Benitez was a firm favourite with the Anfield faithful.  He had also proved himself to be a shrewd operator in the transfer market, selling underachieving players and replacing them with a mix of star names and young talents.  He has also been very successful in developing average players into good players, in particular Peter Crouch and Jermaine Pennant.  Of particular delight to the board and fans, Benitez has set about creating a first class academy and youth setup.  In the past Liverpool's academy has been responsible for producing home grown talents such as Robbie Fowler, Michael Owen and Steven Gerrard, but in recent seasons this supply has dried up with very few academy players progressing to the first team.  Benitez is determined to change this, and has brought in new coaches and scouts, as well as signing up numerous young players from all over the world.