League Two Torquay came from behind to end Leatherhead's FA Cup dream.
The Ryman League side took a shock lead when Ian Hendry headed in Jamie Beer's free-kick after only 55 seconds.
Torquay were booed off at half-time but finally ended a 732-minute goal drought when Jamie Ward poked home Mickey Evans' flick in the 57th minute.
Substitute Chris McPhee scored Torquay's winner with 18 minutes left, heading home after Steve Woods nodded Lee Andrews' cross back across goal.
Torquay: Abbey, Critchell, Woods, Thorpe, Reed, Hill, Mansell, Leary (Andrews 46), Murray (McPhee 69), Ward, Evans.
Subs Not Used: Villis, Phillips, Robertson.
Goals: Ward 57, McPhee 72.
Leatherhead: Gibson, Beer, Hendry, Doherty, Duncan (Thompson 76), Gray (Carpenter 18), Sargent, Holmes, Bennetts, Stevens, Charles-Smith.
Subs Not Used: Borg, Sears, Read.
Booked: Sargent, Duncan, Beer, Doherty.
Goals: Hendry 2.
Ref: R East (Wiltshire).