Third Division Albion Rovers shocked Queen of the South with two late goals in the opening round of the CIS Cup.
The home team went ahead in the 28th minute when David McNiven scored from the penalty spot.
Rovers keeper Chris Fahey made some great saves early in the second half and Jim Mercer grabbed an unexpected equaliser seven minutes from time.
With three minutes remaining, Mark McKenzie notched the winner to set up a clash with Brechin.
Queen of the South: Colin Scott, Paton, English, Hilland, Thomson, McColligan, Bagan, Bowey, McLaughlin, McNiven, Wood. Subs: Payne, Burns, Christopher Scott, Armstrong, Wright.
Albion Rovers: Fahey, Stirling, Black, McGowan, Silvestro, McLaren, Patrick, Mercer, McKenzie, Yardley, McManus. Subs: Paterson, Bradford, McCaul, Crabbe, Peat.
Referee: I Frickleton