Colin Nish struck in the dying seconds to give Kilmarnock a victory over Motherwell that takes them into fifth place in the Scottish Premier League.
Well had the better of the chances, with goalkeeper Graeme Smith saving early on from Scott McDonald, Mark Reynolds and Jim Paterson.
Man-of-the-match Smith did well to parry clear a near-post effort from McDonald after the break.
And subsitute Nish headed home from a last-minute Peter Leven corner kick.
Motherwell had been looking for a win to move level on points with seventh-placed Falkirk.
And Scotland Under-21 winger Darren Smith returned to the starting line-up in place of Kevin McBride.
Killie also made one change, with Simon Ford coming into defence in place of David Lilley.
And Ford and his team-mates were immediately under pressure, with Scott McDonald looking to continue the form that led to two goals against Dunfermline at the weekend.
The Australian striker's powerful looping effort was touched past the post by Smith.
And the Killie goalkeeper saved well from a 12-yard strike by Mark Reynolds from the resulting corner.
Smith then came off his line to thwart Krisztian Vadocz as the Hungary midfielder burst into the box.
Gary Wales reached Rocco Quinn's corner at the other end, but the ball looped up and into Well goalkeeper Graeme Smith's hands.
Vadocz found Jim Paterson in space on the left wing and the former Dundee United midfielder's powerful strike was parried by Smith before being cleared.
Well continued to have the better of the play and Paul Keegan's shot on the turn bounced just wide after the Irishman had controlled McDonald's driven cross.
Killie defender Garry Hay limped off in the 28th minute, with Gary Locke coming on in his place.
Willie Gibson replaced Rocco Quinn in Kilmarnock's midfield at half-time, but Motherwell goalkeeper Smith came out for the second half despite treatment for a back injury.
Keegan failed to connect properly with a close-range effort before Motherwell eventually had to replace their goalkeeper after 56 minutes.
Former Kilmarnock goalkeeper Colin Meldrum came on for the pained Smith and was thankful to see Frazer Wright's header from 12 yards rise over the crossbar.
Meldrum's opposite number, Smith, did well to parry clear a near-post effort by McDonald following a low Darren Smith cross.
When Killie came out of their shell, Meldrum did well to gather a powerful effort from Gibson.
And a Locke shot was tipped over for an injury-time corner before Nish headed home Peter Leven's cross at the near post for an unlikely win for the visitors.
Motherwell: Graeme Smith (Meldrum 56), Corrigan, Craigan, Reynolds, Murphy, Darren Smith, Kerr, Vadocz, Paterson (Molloy 74), McDonald, Keegan (Clarkson 80).
Subs Not Used: McGarry, McBride, Quinn, Fitzpatrick.
Booked: McDonald.
Kilmarnock: Smith, Ford, Greer, Frazer Wright, Sylla, Quinn (Gibson 46), Fowler, Leven, Hay (Locke 28), Wales (Nish 67), Naismith.
Subs Not Used: Harpur, Di Giacomo, Campbell, Koudou.
Booked: Leven.
Goal: Nish 90.
Att: 3,784
Ref: K Clarke