A second-half comeback by Leicester City Under-21s sent Grimsby Town to defeat in their latest Papa John's Trophy group match.
The Mariners were the better side in the first half and deservedly led at the breakthrough a Mattie Pollock header from a corner.
But the tide turned after half-time, with Callum Wright equalising before Sidnei Tavares put the Premier League youngsters ahead from a free-kick.
And the visitors sealed all three points when Admiral Muskwe's close-range header made it 3-1, leaving Town needing to win their final group game to progress into the knockout stages.
Grimsby manager Ian Holloway made seven changes to the XI that began the FA Cup defeat at Dagenham and Redbridge on Saturday, with only Pollock, Danny Preston, James Morton and Danny Rose staying in the line-up.
Ollie Battersby began in goal, with Duncan Idehen, Pollock and Ludvig Ohman forming a three-man central defence as Joe Starbuck and Preston operated as wing-backs.
Morton, Rose and Sean Scannell were the midfielders, with George Williams and Montel Gibson in attack.
The Grimsby substitutes were Sam Russell, Ira Jackson, Luke Spokes, Bilel Mohsni, Virgil Gomis, Alhagi Touray Sisay and Joey Hope.
Leicester's development squad came into the game second in the competition's Northern Group H, with three points from their two games so far after a victory against Hull City was followed by a defeat at Harrogate Town.
The Mariners started the evening third in the group but having played just one game so far, in which they beat Harrogate on penalties in September.
Town had the first attack of note, with a good move ending when Starbuck's first-time cross from the right was caught by keeper Jakub Stolarczyk.
Gibson won the game's first corner on nine minutes and the ball from the flag broke for Starbuck, who was fouled on the left, 25 yards from goal. Williams' free-kick was punched clear.
Another Mariners corner was headed over the bar by Morton, before the first chance at the other end saw striker Admiral Muskwe head wide from a cross by Thanawat Shengchittawon.
A free-kick given for a foul on Williams on halfway on 16 minutes led to Gibson winning a throw-in level with the six-yard line and Preston's cross then broke for Rose to fire over the bar from 20 yards.
Town had been on top so far and they took the lead on 20 minutes after Gibson's shot had been deflected out for a corner following a spell of home possession. From the flag, Williams' ball was met by POLLOCK, who planted a firm header past Stolarczyk.
The hosts had a chance to double their lead within two minutes when Gibson went into the box but he was unable to square the ball for Williams.
Gibson went through again on 25 minutes but this time, his shot was blocked by the keeper when Starbuck was left unmarked.
Another chance came for Town on the half-hour, after Preston had cut in from the left. His low cross was blocked but Rose's follow-up ball into the box found Gibson, who beat the offside trap but could not get past keeper Stolarczyk, who blocked the close-range effort with his feet.
A Leicester corner on 32 minutes was cleared by Preston at the near post, before the first substitution of the game six minutes later saw Jackson replace Scannell for the Mariners.
A Town free kick on the left provided another opportunity to get the ball into the penalty area but Williams' delivery was too close to the keeper and he claimed a comfortable catch.
The visitors had rarely caused any significant problems for the Town defence and a corner from the left on 41 minutes led to a free kick for a foul on Idehen, who had stooped to head clear.
As half-time loomed, Jackson had an opportunity to make it 2-0 when he got in behind the away defence to get on the end of a long ball but he could not convert the chance, instead shooting wide of the near post.
One added minute was played at the end of the half and with no further chances for either side, the hosts held their narrow advantage at the break.
Leicester made a double substitution before the restart, as Ali Reghba and Harvey Godsmark Ford were sent on in place of Callum Hulme and Adam Leathers.
Town began the half brightly, earning a corner on the left before Pollock shot just wide after a cross from the right.
At the other end, a free-kick from Tavares was dealt with by the home defence.
Reghba let fly from 25 yards with an effort that Battersby did well to tip over the bar for a corner, which was headed clear by Pollock.
Leicester had looked much sharper after the interval and they were back level just before the hour. A corner was not fully dealt with and after the ball was worked back into the box, Tavares squared it for WRIGHT to tap in from close range.
And the turnaround was complete on 62 minutes hen the visitors won a free kick on the right edge of the Town penalty area. TAVARES stepped up to take it and his shot beat Battersby.
A Leicester corner from the right was headed clear by Pollock, before the next substitution saw Gomis replace Gibson in the Town attack.
A drive from distance by Vontae Daley-Campbell was well-saved by Battersby, then Pollock did well to win a corner after a run down the right but nobody could get on the end of Williams' delivery from the flag.
Leicester's Wright did well to work his way into the box from the right but after he cut back and sent the ball across the six-yard line, it was blocked by Ohman.
But the visitors were not to be denied a third goal and it came on 76 minutes. A cross from Shane Flynn on the left was headed on by Reghba into the path of MUSKWE, who headed home from close range.
Spokes replaced Preston in Town's last change, with Ethan Fitzhugh coming on for Shengchittawon in Leicester's final substitution.
Town were looking for a second goal which could bring them back into the game but they were unable to profit from a Williams free-kick from the right.
Spokes was booked for a foul as the clock ticked down, with three added minutes signalled at the end of the game.
A corner from the right led to Morton missing the target and that proved to be the final opportunity for the hosts.
As Saturday's scheduled league game at home to Newport has been postponed due to international call-ups, Town must wait until Tuesday before they are back in action, when they travel to Hull City for the final Papa John's Trophy group game.
- Ollie Battersby
- Ludvig Öhman
- Matthew Pollock
- Duncan Idehen
- Joseph Starbuck
- Danny Preston
- Danny Rose (C)
- James Morton
- Montel Gibson
- George Williams
- Sean Scannell
- Sam Russell
- Joseph Hope
- Bilel Mohsni
- Luke Spokes
- Virgil Gomis
- Ira Jackson Jr
- Alhagi Sisay
- Jakub Stolarczyk
- Kasey McAteer
- Shane Flynn DF
- Vontae Daley-Campbell
- Adam Leathers
- Sidnei Tavares
- Thanawat Suengchitthawon
- Callum Hulme
- Thakgalo Leshabela
- Callum Wright (C)
- Admiral Muskwe
- Oliver Bosworth
- Ethan Fitzhugh
- Harvey Godsmark-Ford
- Terell Pennant
- Dempsey Arlott-John
- Layton Ndukwu
- Ali Reghba