OFFALY recovered from a shaky start to eventually win comfortably at Dr Cullen Park.
Hopes were high of a shock home win when Jack Murphy scored a goal within a minute of the start and quickly tacked on a point from play.
But by the ninth minute things had changed around completely and the visitors were in front when centre-forward Dan Kelleher set up full-forward Jason Sampson for a superb goal.
Offaly were in control when wing-forward Thomas Geraghty shot to the home net on 18 minutes as the Faithful County led by 2-12 to 1-7 at half-time.
Three successive long-range points from their outstanding centre-back Cillian Kiely after half-time killed off any hopes of a Carlow revival.
Geraghty's second goal on 57 minutes was the icing on the cake for the visitors.
Scorers -- Offaly: C Kiely 0-8 (7f, 1 '65'), T Geraghty 2-1, J Sampson 1-1, A Kelly 0-2, J O'Connor, D Kelleher, P Geraghty (f) 0-1 each. Carlow: J Murphy 1-2, M Kavanagh 0-5 (5f), P Fortune, D Dalton, P Shaw 0-1 each.
Offaly -- C Clancy; S Connolly, S Gardiner, N Wynne; E Hayes, C Kiely, S Óg Lyons; J O'Connor, C Mulrooney; P Geraghty, D Kelleher, T Geraghty; D Cleary, J Sampson, A Kelly. Subs: A Browne for Mulrooney (h-t); K Dunne for Cleary (42); A Connolly for P Geraghty (52); R Wynne for Kelleher (57).
Carlow -- B Treacy; D Slye, P Doyle, G Bennett; B Nolan, D Corcoran, S Murphy; P Fortune, M Kavanagh; A Beaton, D Dalton, C Fenlon; J Murphy, R Smithers, P Shaw. Subs: M Malone for Slye (h-t); M O'Grady for Corcoran (h-t); C Wall for Fenlon (39); J Byrne for Murphy (58);C Dermody for Fortune (60).
Ref -- E MacSuibhne (Dublin).