Bury became the first visiting side to win at Elland Road this season as they claimed a shock 2-1 Johnstone's Paint Trophy win over 10-man Leeds.
Leon Constantine put the home side in front, firing past Jim Provett after Seb Carole's lobbed pass.
But Bury levelled when Ben Futcher headed in at the far post, before Andy Bishop netted from close range.
Debutant Felipe Da Costa was sent off for a 42nd-minute foul and Bury held on to reach the northern area semi-final.
Leeds: Lucas, Madden, Huntington, Marques, Parker, Carole (Kandol 66), Prutton (Douglas 46), Howson, Da Costa, Constantine, De Vries (Heath 77).
Subs Not Used: Martin, Weston.
Sent Off: Da Costa (42).
Booked: Prutton, Douglas.
Goals: Constantine 8.
Bury: Provett, Parrish, Futcher, Haslam, Challinor, Woodthorpe, Adams (Baker 89), Scott, Barry-Murphy, Buchanan (Hurst 54), Bishop (Mangan 72).
Subs Not Used: Rouse, Dorney.
Booked: Woodthorpe, Scott.
Goals: Futcher 24, Bishop 29.
Ref: Kevin Friend (Leicestershire).