Both Marseille and Lyon were given tough times by lower league opposition before booking their place in the last 16 of the Coupe de France.
Marseille were taken to extra time by second division Le Havre at the Stade Velodrome.
The visitors went ahead through Ryan Mendes, before Brandao managed to haul them level on the hour.
In added time Marseille made no mistake, with Morgan Amalfitano and Loic Remy scoring.
Lyon booked their place in the last 16 with a 2-0 win over Vendee Lucon.
The game had to be played at Nantes' Stade de la Beaujoire as Lucon's home could not accommodate Lyon, but they put up a brave effort.
Remi Garde's men could not find a breakthrough until the 75th minute when Bafetimbi Gomis saw his shot deflected past goalkeeper Damien Leclere
Lisandro Lopez made the game safe nine minutes from time, finishing off a Lyon counter-attack.
Valenciennes joined Lyon and Marseille in the next round but they had to come from behind to beat second division Bastia 3-1.
Jerome Rothen put Bastia ahead from the penalty spot on 26-minutes but then five-minutes later he was red-carded - by which time the match was level as Foued Kadir levelled.
Gael Danic then put Valenciennes ahead on the hour before Kadir sealed the win just moments later.
Elsewhere, third division GFCO Ajaccio, who have already beaten Ligue 1 Toulouse, continued their cup dream as they knocked out Ligue 2 Troyes.
The winner came midway through the second-half with Mickael Colloredo scoring.