Hartlepool stunned Port Vale with two goals in the last three minutes.
Chris Herd's double in the opening 15 minutes left Hartlepool in dire trouble as the on-loan Aston Villa player scored with a couple of low shots.
Vale's Krystian Pearce was sent off after 59 minutes for two yellow cards and 10 minutes later Richie Barker pulled a goal back with a header.
Antony Sweeney equalised three minutes from the end after a corner and in the last minute Barker headed the winner.
Hartlepool: Budtz, Sweeney, Nelson, Antwi (McCunnie 57), Humphreys (Robson 46), Foley, Liddle, Boland (Mackay 65), Thompson, Barker, Porter.
Subs Not Used: Elliott, Monkhouse.
Goals: Barker 68, Sweeney 87, Barker 90.
Port Vale: Anyon, Lowe, Pilkington, Pearce, Eckersley, Herd, Howland, Harsley, Whitaker (Slater 62), Perry, Mikaelsson (Rodgers 62).
Subs Not Used: Glover, Cardle, Mulligan.
Sent Off: Pearce (59).
Booked: Pearce, Harsley, Perry, Howland.
Goals: Herd 3, 15.
Ref: Keith Hill (Hertfordshire).