Grimsby Town were knocked out of the Carabao Cup in the first round as League One Rochdale won at Blundell Park.
In a low-key encounter, the visitors took the lead through Oliver Rathbone six minutes before the break.
The Mariners struggled to put real pressure on the Rochdale goal for much of the contest and the away side made sure of their place in the next round when Rathbone scored his second of the game with 10 minutes to go.
One change was made to the Town side after Saturday's win at Macclesfield, with Mitch Rose missing out through suspension and his place taken by Charles Vernam.
James McKeown started in goal, with Harry Davis, Alex Whitmore, Danny Collins and Paul Dixon forming the defence.
Jake Hessenthaler, John Welsh and Martyn Woolford were the midfielders, with Vernam and JJ Hooper either side of striker Jordan Cook.
Brandon Buckley was handed a place on the bench for the first time, alongside Akin Famewo, Louis Robles, Harry Clifton, Max Wright, Ahkeem Rose and Sam Russell.
Rochdale boss Keith Hill made five changes to his starting XI but still named a strong side, with strikers Ian Henderson and ex-Town loanee Calvin Andrew out to provide the main goal threat.
A quiet opening to the game saw a cross from Andrew headed clear, before a Collins free kick was cleared at the other end after Cook had been fouled by Jimmy McNulty on halfway.
The Mariners were almost presented with a chance on 10 minutes when visiting keeper Josh Lillis attempted to play his way out of trouble and lost out to Vernam, although an offside flag then came to his rescue.
A free kick from Hessenthaler was dealt with after Cook had been fouled near the left edge of the Rochdale penalty area, then a cross from Rathbone was blocked by McKeown for a corner, which was headed away by Dixon.
Defender Ryan Delaney held off Hooper after the forward had chased down a long ball, before the away side's next opening fell for Andrew Cannon but his shot was easy for McKeown.
A free kick for Rochdale after a foul by Cook on Joseph Rafferty on 23 minutes was headed clear at the far post.
Then, good play by Hessenthaler saw him get into the box on the left, before cutting in along the by-line and winning a corner. The delivery from the flag saw Whitmore's header come back off the post before the ball was cleared.
Welsh volleyed wide after a good spell of Grimsby possession on 27 minutes, before Rochdale had thir own spell with the ball which eventually led to a shot from Henderson being saved by McKeown with his feet.
Veteran midfielder David Perkins had controlled the game for the visitors so far and he set off on a run on 34 minutes, although when he played a ball for Henderson, the striker couldn't control it.
Kgosi Ntlhe had an opportunity two minutes later after the ball had been held up for him but his 20-yard first-time effort flew over the bar.
But the next time the visitors attacked, they took the lead. A slow, patient build-up eventually led to Rafferty playing a through-ball for RATHBONE and he slotted past McKeown into the far corner of the net.
Town looked to respond and a long throw from Dixon on the left was headed out for a corner. The hosts could not make it count though, as Hessenthaler's low delivery hit Hooper and went out for a goal kick.
One added minute was played at the end of what had been a largely uneventful first half and with no further chances for either side, Rochdale held their advantage at the interval.
No changes were made before the restart and it was the visitors who made the brighter start to the second half, with Cannon hitting a low shot on 47 minutes that McKeown got down to stop.
Rathbone sent a free kick over the bar soon afterwards, before another shot was blocked by McKeown for a corner.
Town had struggled to test Lillis in the Rochdale goal so far but they had an opportunity to put some pressure on when Woolford was fouled by McNulty, who was booked. Hessenthaler's free kick was headed back across goal before being cleared.
Welsh was shown the yellow card for a foul soon afterwards, before a double substitution for the visitors saw Aaron Wilbraham replace Andrew and Matthew Done come on for Cannon.
Grimsby's first substitution came on 73 minutes and saw Robles sent on in place of Dixon.
A foul on Vernam on 77 minutes gave the Mariners a free kick on the right but a misunderstanding saw Hessenthaler's ball down the line go straight out for a goal kick.
Henderson curled a 20-yard effort high and wide of McKeown's goal at the other end, before the visitors made sure of their place in the second round when RATHBONE grabbed his second goal of the game on 80 minutes, drilling a low shot past the Town keeper from the edge of the box.
A double substitution three minutes later saw Rose and Max Wright come on in place of Hooper and Cook.
The Mariners won a corner on the left on 84 minutes and it was headed away as far as Wright, who sent the ball back into the box where a shot was deflcted out for another corner.
Collins then volleyed over the bar as the hosts continued to look for a way back into the contest.
Another corner from the Grimsby left was headed clear, before a shot from Done was deflected away for a corner at the other end after a Rochdale counter-attack.
Three added minutes were played at the end of the game an Hessenthaler went close with a free kick from 25 yards that went just wide of the far post.
Callum Camps replaced McNulty for the visitors for the closing stages of the game, before the final whistle signalled th end of Town's participation in this season's Carabao Cup.
Attention now turns back to the league, where the Mariners host local rivals Lincoln City on Saturday.
1 James McKeown
24 Harry Davis
3 Paul Dixon
6 Danny Collins
25 Alex Whitmore
16 Martyn Woolford
4 John Welsh (C)
7 Jake Hessenthaler
11 Jordan Cook
18 Charles Vernam
9 JJ Hooper
23 Sam Russell
12 Akin Famewo
26 Brandon Buckley
15 Harry Clifton
20 Max Wright
14 Louis Robles
21 Ahkeem Rose
1 Josh Lillis
4 Jimmy McNulty
5 Ryan Delaney
6 Harrison McGahey
2 Joseph Rafferty
3 Kgosi Ntlhe
27 Andrew Cannon
17 David Perkins
14 Oliver Rathbone
9 Calvin Andrew
40 Ian Henderson (C)
22 Brendan Moore
25 Daniel Adshead
10 Callum Camps
11 Jordan Williams
16 Matt Done
19 Bradden Inman
18 Aaron Wilbraham
Referee: Darren England
Attendance: 1,781 (148)
Goals; Rathbone 39, 79