Championship side QPR dumped Aston Villa out of the Carling Cup thanks to Damion Stewart's second-half header.
Daniel Parejo - on loan from Real Madrid - floated the ball in on 58 minutes, leaving Stewart to nod in.
Gareth Barry was given captain duties and despite the efforts of Ashley Young, Villa struggled to dominate.
Gabriel Agbonlahor and Wayne Routledge were sent on with 23 minutes left, but QPR held on for a famous victory and a place in the fourth round.
Following their win over West Brom at the weekend, Villa boss Martin O'Neill rested six of his players and although they had plenty of possession, rarely threatened in front of goal.
Carlos Cuellar was handed a first home start alongside Zat Knight in the home side's reshuffled defence, while keeper Brad Guzan made his debut.
Villa had the first chance of the game on 10 minutes, with Barry, captaining for the first time since the collapse of the proposed move to Liverpool, and Nicky Shorey providing a chance to Stiliyan Petrov.
The Bulgarian refused to shoot and rolled the ball to Marlon Harewood who curled his effort wastefully over the bar.
606: DEBATEYoung continued to be a nuisance to the QPR defence, but it was the visitors who took a surprise lead.
The winner was a result of a disputed corner. Parejo eventually crossed the ball back into the box to find the head of Stewart who nodded comfortably past Guzan.
Barry had an excellent chance to equalise with 15 minutes remaining after good work from John Carew, but the England midfielder could only chip wide of the target.
Aston Villa boss Martin O'Neill:
"I felt we had enough chances to win this game. When the match is in the balance and you don't take your chances there's always a chance you might concede and we did.
"We were beaten in the game but if we had been played off the park it would have been a different issue.
"It's naturally disappointing to go out of the competition and not to be in the hat for the next round is really frustrating."
QPR manager Iain Dowie:
"We gave it all we had. If we lose, we lose. I can cope with losing to good sides and maybe on another day Villa would have won.
"But it's not as though our goalkeeper had to make two or three world-class saves and that is testament to the effort they gave.
"Our defence was bang on. I have a big sheet in the dressing room saying that we have to deal with set-pieces and we did that very well.
"Not just first phase but second phase too, they (Villa) didn't deal with thesecond-phase delivery and we got that right."
Aston Villa: Guzan, Gardner, Cuellar, Knight, Shorey, Osbourne (Routledge 67), Petrov, Barry, Ashley Young, Harewood (Agbonlahor 67), Carew.
Subs Not Used: Friedel, Delfouneso, Davies, Salifou, Reo-Coker.
Booked: Cuellar, Gardner.
QPR: Cerny, Connolly, Hall, Stewart, Delaney, Mahon, Rowlands, Parejo, Ledesma (Balanta 90), Buzsaky (Leigertwood 81), Agyemang (Di Carmine 66).
Subs Not Used: Camp, Blackstock, Gorkss, Ephraim.
Booked: Delaney.
Goals: Stewart 58
Att: 21,541
Ref: Lee Mason (Lancashire).
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