Grimsby Town eased into the third round of the FA Cup with a comfortable victory over Chesterfield at the Proact Stadium.
The hosts started well and created some good chances but the Mariners took the lead when Charles Vernam struck from a corner.
Although Chesterfield had plenty of possession, they were unable to seriously test goalkeeper James McKeown in the Town goal and the visitors made sure of their progress in the competition when they got a second goal through Harry Clifton.
One change was made to the Town XI after Tuesday's big win over Tranmere Rovers, with Danny Collins returning from suspension as Alex Whitmore dropped to the bench.
James McKeown started in goal, with Luke Hendrie, Harry Davis, Collins and Andrew Fox forming a back four.
Elliot Embleton, Clifton, Jake Hessenthaler and Ben Pringle were the midfielders, with Vernam alongide Wes Thomas in attack.
Brandon Buckley was handed a place on the bench, alongside Whitmore, John Welsh, Mitch Rose, Jordan Cook, Harry Cardwell and Sam Russell.
Chesterfield were hoping the cup would provide a welcome distraction from what had been a disappointing National League campaign so far.
Martin Allen's men sat in the relegation zone after just three league wins this season but draws in each of their last nine also meant they were unbeaten in 12 games in all competitons.
Tom Denton's hat-trick in a replay against Billericay in the last round got the Spireites to this stage of the competition and he would be hoping to make a similar impact this time around.
The hosts had the first chance of the game when a free kick was sent into the Town box by Jerome Binnom-Williams but it was headed wide by Jonathan Smith.
Smith let fly with a shot from 25 yards on sven minutes but it proved comfortable for McKeown, who got down to make the stop.
Town's fist attack of note saw Thomas take the ball to the edge of the box before passing to Prringle on the left, although his cross was caught by home keeper Callum Burton.
The Mariners were given a scare on 13 minutes when they somehow managed to scramble the ball clear for a corner after it had run across the six-yard line but nobody in blue could force it into the net after a shot was spilled by McKeown.
Pringle won a Town corner on the left on 18 minutes after good play by Embleton and Clifton but the ball from the flag was cleared.
Another corner came soon afterwards, this time on the right, but Pringle's ball was prodded wide by Collins.
Davis conceded a corner at the other end but it came to nothing as the ball was headed out for a goal kick at the far post.
Another home corner was punched to the edge of the box by McKeown before being fired wide by Andrew Kiwomya.
A shot from Vernam was deflected wide for a corner on 36 minutes and this time, it did have an end product as the Marineers took the lead. Pringle's delivery was headed towards goal by Thomas and VERNAM was in the right place to find the net from close range at the far post.
One added minute was signalled as Embleton made a run through the middle before hitting a shot which was deflected through to Burton in the Chesterfield goal.
And that proved to be the last chance of a half where the hosts had shown plenty of energy but Town had grown into the game and grabbed the advantage which they held at the interval.
No changes were made before the restart and an early foul by Collins gave the hosts a chance to get the ball into the danger zone, although Binnom-Williams' free kick was cleared.
A corner soon afterwards also came to nothing, before a foul on Smith brought another free kick in a dangerous position.
Town's first chance of the second half was created by Vernam, who ran down the left and pulled the ball back but Thomas sent his first-time shot wide of the near post.
Hanani Amantchi replaced Denton and Zavon Hines came on for Jordan Hallam as the home side made a double substitution on 56 minutes.
Town won a corner on the right on 63 minutes and Pringle's ball from the flag was initially cleared, before he swung another cross in that flew out for a goal kick.
At the other end, a low shot was driven towards goal by Curtis Weston but it was straight at McKeown.
Weston tried his luck again soon afterwards from the edge of the box but his effort was deflected just wide for a corner.
Vernam sent a low shot wide, before Hessenthaler fired over the bar from 20 yards as the Mariners stepped up a gear.
And they were rewarded with a second goal on 70 minutes, as CLIFTON ran clear ino the box. His shot was blocked by Burton but he converted at the second attempt in front of the travelling supporters.
Rose replaced Vernam, before Thomas took advantage of a Chesterfield mistake to take the ball forward and shoot, although he could not hit the target.
The home side's last change saw Joe Rowley replace Lee Shaw, before Kiwomya won a corner on the left which did not cause any problems.
Thomas made way for Cardwell with 11 minutes to go as Town made their second substitution.
The Mariners were now in complete control and looking for a third goal and they had a chance to get it when Cardwell connected with a cross from the right, although he could not steer his header beyond Burton.
Cook came on in place of Pringle for the last five minutes of the game and the away side continued to create chances, with Embleton cutting in from the right to work the space for a shot before sending the ball over the bar.
Four added minutes were played at the end of the game before Town's progress to the third round for the first time in five years was confirmed.
They will now look forward to the draw at 7.30pm on Monday, where they will be ball number 52.
Thoughts will then turrn back to the league and the trip to Cheltenham Town on Saturday.
31 Callum Burton
2 Bradley Barry
3 Jerome Binnom-Williams
5 Will Evans
19 Haydn Hollis
23 Jonathan Smith (C)
9 Lee Shaw
8 Curtis Weston
37 Jordan Hallam
36 Alex Kiwomya
30 Tom Denton
21 Joe Anyon
12 Michael Nelson
22 Sam Muggleton
16 Joe Rowley
29 Levi Amantchi
32 Marc-Antoine Fortuné
11 Zavon Hines
1 James McKeown
27 Luke Hendrie
19 Andrew Fox
24 Harry Davis
6 Danny Collins (C)
7 Jake Hessenthaler
18 Charles Vernam
15 Harry Clifton
22 Elliot Embleton
30 Ben Pringle
39 Wes Thomas
23 Sam Russell
25 Alex Whitmore
26 Brandon Buckley
11 Jordan Cook
8 Mitch Rose
4 John Welsh
17 Harry Cardwell
Attendance: 4537 (1684)
Referee: Michael Salisbury