Substitute David Foley's late double ensured Hartlepool knocked Championship side Scunthorpe out of the Carling Cup.
The visitors scored their goals when they were down to 10 men after substitute Ali Gibb was red-carded.
Scunthorpe looked set for a routine win after Martin Paterson put the home side ahead with a 51st minute diving header.
But Foley had other ideas, drilling home a 70th minute equaliser, before collecting Gary Liddle's pass and firing the winner past Josh Lillis.
Scunthorpe: Lillis, Byrne, Crosby, Iriekpen (Butler 89), Williams, Taylor (Forte 80), Sparrow (Goodwin 81), Youga, Hurst, Hayes, Paterson.
Subs Not Used: Mulligan, Baraclough.
Booked: Youga, Williams, Byrne.
Goals: Paterson 51.
Hartlepool: Budtz, McCunnie (Gibb 61), Nelson, Antwi , Robson, Brown, Boland, Liddle, Sweeney, Barker (Porter 77), Moore (Foley 62).
Subs Not Used: Lee-Barrett, Clark.
Sent Off: Gibb (66).
Booked: Moore, Boland, McCunnie.
Goals: Foley 70, 85.
Ref: G Salisbury (Lancashire).