A hat-trick from Motherwell's Richie Foran dumped Third Division Queen's Park out of the CIS Insurance Cup at Hampden Park.
The Irishman raced on to a Brian Kerr pass to slot the Premier League side in front after 25 minutes.
He scrambled home his second goal from a corner soon after the break after he had twice hit the woodwork with shots.
And the midfielder's third came from the penalty spot after striker Scott McDonald had been fouled.
The part-timers from Glasgow were looking for another Premier League scalp after their win over Aberdeen in the second round.
But the visitors started strongly and McDonald almost caught out goalkeeper Mark Cairns with a 25-yard lob within the opening seconds, with his effort just too high.
In the fifth minute, Steven Canning tested Motherwell goalkeeper Colin Meldrum with a low 18-yard drive.
And Canning was soon to squander a great opportunity when he scuffed a close range shot, allowing Meldrum to scramble across his line and claw the ball round the post.
From the resulting corner, Robert Dunn's shot was blocked on the goal-line.
Canning's miss was to prove costly as Motherwell took the lead when Kerr's through ball put Foran in on goal and the Irishman showed great composure to slot home.
In the 47th minute, Foran grabbed his second of the evening after initially being denied by keeper Cairns and the post.
From the corner, the Irishman hit the crossbar with a header but the Spiders failed to clear the danger and Foran reacted quickest to the loose ball to poke it over the line.
McDonald then diverted a Foran shot onto the post but, in the 54th minute, the Australian was hauled down by Danny Ferry to win a spot-kick.
Foran stepped up and made no mistake to complete his hat-trick.
Queen's Park: Cairns, Quinn, Whelan (Bowers 66), Paton, Dunlop, Trouten, Canning (Ronald 77), Kettlewell, Ferry, Dunn (Murray 83), Weatherston. Subs Not Used: Molloy, Crawford.
Motherwell: Meldrum, Craigan, Robert Donnelly, Reynolds, Paterson, Lasley (McBride 78), Paul Quinn, Kerr, McGarry, McDonald (McCormack 76), Foran (Elliot 70). Subs Not Used: Graeme Smith, Fitzpatrick.
Booked: Robert Donnelly, Elliot. Goals: Foran 24, 47, 54 pen.
Ref: M Tumilty