Borussia Monchengladbach and Bayer Leverkusen both fell to lower league opposition in the German Cup on Wednesday.
Osnabruck provided the upset over Monchengladbach as two Addy-Waku Menga (pictured) strikes (17 & 58) either side of Wesley Sonck's equaliser on 20 minutes sent them through.
Klemen Lavric's extra time strike sent MSV Duisburg through at the expense of Leverkusen after the game had finished 2-2 after 90 minutes.
Tranquillo Barnetta (20) cancelled out Youssef Mokhtari's early goal but the hosts regained the lead ten minutes later through Mohammadou Idrissou.
Leverkusen pulled level through Simon Rolfes late on but Lavric fired Duisburg through with an extra time strike with seven minutes to go.
Erzgebirge also took Alemannia Aachen to extra time thanks to Andrzej Juskowiak's late strike, but the Bundesliga side would come through 4-2 in the extra period.
Marius Ebbers had Aachen ahead early, only for David Siradze to level the scores on 10 minutes.
Sascha Rosler's 14th minute strike was the difference until Juskowiak found the net on 82 minutes to send the game in extra time.
Nico Herzig put Aachen in front for the third time (105) and the win was sealed in the final seconds of the additional period through Jan Schlaudraff.
Bundesliga champions Bayern Munich edged past Kaiserslautern 1-0 at the Allianz Arena.
Andreas Ottl scored the only goal on 50 minutes as Bayern overcame a tricky looking tie against the 2004 winners.
Eintracht Frankfurt beat Rot-Weiss Essen 2-1 with goals from Marcus Weissenberger (9) and Ioannis Amanatidis (28).
Alexander Lobe pulled one back for the hosts but they could not claim a late equaliser to send the game into extra time.
Nurnberg came from behind to see off Paderborn 2-1 in extra time.
Thomas Broker has Paderborn ahead on the hour mark and that looked like sending them through until Marek Mintal popped up in the final ten minutes to net the equaliser.
Robert Vittel scored three minutes into extra time for Nurnberg and Paderborn were unable to take the game to penalties.
Goals either side of half time from Regis Dorn (40) and Thomas Worle (55) gave Kickers Offenbach a 2-0 success away at Pfullendorf.
Stuttgart Kickers' game with Hertha Berlin was abandoned after 86 minutes when a match official was struck by an item thrown from the crowd.
Hertha were leading 2-0 at the time when the referee called a halt to proceedings.
Tuesday's games produced just one shock as all but two of the Bundesliga sides successfully negotiated their passages into the next round.
Cologne knocked out Schalke in extra time, while two-time winners Borussia Dortmund were the only other top-flight side to fall as they lost at home to Hannover.
Borussia Dortmund 0-1 Hannover
Babelsberg 2-4 Stuttgart
Cologne 4-2 Schalke AET
Pirmasens 0-3 Unterhaching
Saarbruken 0-2 Greuther Furth
VfB Lubek 0-0 Burghausen (Lubeck win on penalties)
VfL Bochum 3-2 Karlsruhe
Wolfsburg 1-0 Freiburg
Alemania Aachen 4-2 Erzgebirge AET
Bayern Munich 1-0 Kaiserslautern
MSV Duisburg 3-2 Bayer Leverkusen AET
Osnabruck 2-1 Borussia Monchengladbach
Paderborn 1-2 Nuremberg AET
Pfullendorf 0-2 Kickers Offenbach
Rot-Weiss Essen 1-2 Eintracht Frankfurt
Stuttgart Kickers A-A Hertha Berlin