Accrington Stanley edged a cracker at the Fraser Eagle Stadium as they upset Blackpool on penalties after the game had ended 4-4 after 90 minutes.
Simon Gillett fired Blackpool into the lead on 31 minutes but Stanley pulled level through Ian Craney just before the break.
Shaun Barker restored the League One side's advantage (54) only for goals from Andy Todd (59) and Paul Mullin (65) to put the hosts ahead for the first time in the tie.
Ben Burgess levelled things up with a 75th minute penalty and he looked to have sent Blackpool through with a late strike (85).
However, Robbie Williams popped up in stoppage time to send the game to penalties where Accrington kept their nerve to scrape through.
Tranmere Rovers also fell to lower league opposition as a Gaetano Giallanza penalty on 67 minutes fired Darlington into the next round at Prenton Park.
Crewe narrowly avoided an upset of their own as they beat Rochdale 2-0 on penalties.
The Spotland clash ended level after 90 minutes as Keith Barker cancelled out Luke Varney's (pictured) first-half goal on the hour mark.
Chester and Mansfield were both comfortable 3-0 winners at home to Stockport and Grimsby respectively.
Jamie Hand began the scoring at the Saunders Honda Stadium on 42 minutes before two goals in the space of three minutes from Gregg Blundell (83) and Laurence Wilson (85) secured a safe passage for Mark Wright's men.
A Chris Beardsley double (79 & 85) after Andrew Butler's own goal five minutes before the break sent The Stags through against Graham Rodger's Mariners.
Two goals from Paul Heffernan put Doncaster on their way to a 3-1 success at Hartlepool.
Heffernan netted twice in two second half minutes (54 & 55) to put Rovers two goals up at Victoria Park.
Jason Price added a third on 86 minutes before Gary Liddle's consolation in stoppage time.
Accrington 4-4 Blackpool
Accrington win 4-2 on penalties
Chester 3-0 Stockport
Hartlepool 1-3 Doncaster
Mansfield 3-0 Grimsby
Rochdale 1-1 Crewe
Crewe win 2-0 on penalties
Tranmere 0-1 Darlington