Notts County shocked Premiership Middlesbrough with a stunning Carling Cup victory at The Riverside.
Tcham N'Toya punished Tony McMahon's mistake to score the winner for the League Two side after 26 minutes.
Middlesbrough made eight changes, but boss Gareth Soutgate's rotation policy back-fired as they crashed out.
Both sides had second-half chances, but County - who also fielded an under-strength side - held on for a magnificent victory.
Boro rested Jonathan Woodgate and handed a full debut to £6m signing from Chelsea Robert Huth, but it was not an easy ride for the German defender as County gave as good as they got in the opening 45 minutes.
Notts County boss Steve Thompson rested seven of his players, but it did not deter his sidwe in a lively display.
County keeper Saul Deeney had an anxious moment early on when Adam Johnson's free-kick almost caught him out.
But the visitors responded and Lawrie Dudfield almost scored when he stole in between McMahon and Huth to shoot just wide.
Dudfield was giving Huth a hard time, but Boro had a threat of their own and Johnson had a shot deflected just wide by Steve Hunt after 22 minutes.
County took a shock lead four minutes later when McMahon's header dropped to N'Toya and he struck low past deputy keeper Ross Turnbull.
Hunt almost doubled the lead when Hunt volleyed over the bar from Ian Ross' cross.
Gaizka Mendieta should have put Boro on level terms four minutes after the re-start after a mix-up in the visitors' defence left him with just Deeney to beat, but he skied his shot high over.
Mark Viduka delivered an overhead kick into Deeney's arms on 53 minutes as the home side started to dominate, but with the equaliser still eluding his side, Southgate sent on winger James Morrison in place of McMahon eight minutes later.
But Lawrie Dudfield scuffed a 64th-minute volley wide after Austin McCann and Ross had carved Boro open once again, and N'Toya saw a header drop wide after he beat Turnbull to a Gary Silk cross 18 minutes from time.
Huth saw a 77th-minute header hacked off the line as County were forced to defend for their lives, and Hunt got in a superb challenge to deny substitute Jason Euell with four minutes remaining.
But Stuart Parnaby squandered a glorious opportunity to square it with two minutes remaining after the visitors' defence had failed to deal with Huth's flick-on, the full-back hammering his shot over with just Deeney to beat.
And the County keeper pulled off a remarkable save from Huth at point-blank range three minutes into injury-time to seal an unlikely win.
Booked: Cattermole.
Notts County: Deeney, Silk, Edwards, Hunt, McCann, Ross, Somner, Curtis, Sheridan (Mendes 56), N'Toya (Needham 83), Dudfield (Gleeson 69).
Subs Not Used: Pilkington, Wilson.
Booked: Somner.
Goals: N'Toya 26.
Att: 11,148
Ref: M Jones (Cheshire).