Grimsby Town secured a place in the second round of the FA Cup as they came from behind to beat MK Dons at Blundell Park.
The visitors started the better of the two sides and took the lead though Keiran Agard midway through the first half.
But Town came back into the contest as the half went on and four minutes after the restart, they were level when Elliot Embleton's shot found the top corner.
The turnaround was complete when Wes Thomas struck from close range to make it 2-1, before Charles Vernam made sure of the win with a third goal.
Town boss Michael Jolley made four changes from the team that lost to Mansfield in midweek as he took charge of an FA Cup tie for the first time.
Harry Clifton, Embleton, Vernam and Harry Davis came into the starting XI as Reece Hall-Johnson, Jordan Cook, Martyn Woolford and Mitch Rose dropped out.
Newly-crowned League Two Player of the Month James McKeown began in goal, with Davis, Akin Famewo, Danny Collins and Luke Hendrie forming the defence.
Embleton, Clifton, Jake Hessenthaler and Ben Pringle were the midfielders, with Vernam alongside Thomas in attack.
Hall-Johnson, Cook and Woolford were all named on the bench, along with John Welsh, Harry Cardwell, Andrew Fox and Sam Russell.
The Dons made the jourrney north loking to take the form that had seen them rise to second in the league table into the knockout competition.
Paul Tisdale's men came into the game having won five of their previous six and would look to the likes of Agard, Chuks Aneke and Rhys Healey to cause problems for the Town defence.
An early cross from Thomas was headed away before Pringle won a corner on the left, which eventually led to Hessenthaler volleying over the bar from the edge of the penalty area.
Healey fired wide from distance for the visitors on eight minutes as they began to come into the game.
A free kick from captain Dean Lewington on the right was then dealt with, before McKeown was called into action for the first time to block a shot from Aneke after a run from midfield by Healey. The resulting corner then also provided a chance for the away side but it was not taken as Baily Cargill fired over.
Healey saw a shot blocked from the edge of the box as the Dons continued to look the more threatening of the two sides, although Town had the ball in the net on 20 minutes but the flag had already gone up against Vernam for offside.
The first goal came two minutes later and it was the visitors who took the lead. Collins was looking to shield the ball out for a goal kick but Callum Brittain nipped in to keep it in play and square for AGARD to slot into the net from 12 yards.
Pringle was looking lively for the Mariners on the left, sending some good balls into the box but without reward so far.
Embleton tried his luck from 25 yards just after the half-hour but his curling shot was caught by visiting keeper Lee Nicholls.
Another effort from the Sunderland loanee soon afterwards following a nice touch by Thomas on the edge of the box lacked the power to seriously test the keeper.
Embleton and Pringle had switched wings and the Mariners were now seeing much more of the ball in attacking areas.
A cross from Pringle on the right was met by Embleton but his header dropped wide of the target.
An away corner from the left led to Cargill heading over the bar, before McKeown was beaten to the ball by Agard on the edge of the box on 43 minutes but the striker could only send the ball wide.
One added minute was played at the end of the half and with no further chances for either side, the Dons retained their advantage at the interval.
No changes were made before the restart and the Mariners were level within fourr minutes, when EMBLETON got the ball from Pringle, found space on the edge of the box and sent a powerful effort beyond Nicholls into the far corner of the net.
Another shot from Embleton narrowly missed the target, before the England under-20 international had another shot which was saved by the keeper.
A foul on Thomas brought a yellow card for Joe Walsh but Pringle's free kick was headed clear.
At the other end, McKeown got a touch to a cros-shot from Agard to ensure it went out for a corner, with Lwington's delivery sliced clear.
As the hour mark came, the Mariners completed the turnaround by taking the lead. A corner was not fully dealt with and after the ball was played back into the box by Embleton, THOMAS was in the right place to slide it past Nicholls from close range.
The visitors looked for an instant reply but were denied as an attempt by Healey was cleared off the line.
Lawson D'Ath replaced Aneke in the first substitution of the game, before a Dons corner was headed clear.
A stoppage came when Famewo stayed down after a challenge but the defender was passed fit to play on after receiving treatment.
Town extended their lead on 73 minutes and this time, it was VERNAM who got on the scoresheet, curling a superb shot into the top corner of the net from 20 yards to make it 3-1.
Robbie Simpson came on for Healey as the visitors now looked to close a two-goal deficit to stay in the competition.
The Mariners were now well on top and Pringle was the next to have a shooting chance, although this time, Nicholls got down to stop his low effort.
Vernam was replaced by John Welsh with 14 minutes left to play, while the Dons' final change saw Ousseynou Cisse come on for Jordan Houghton.
Pringle floated a free kick into the arms of Nicholls from the right, before a strike from Cisse went over the bar at the other end.
Brittain and Alex Gilbey both missed the target with shots, before Cardwell replaced Thomas for Town.
Four added minutes were played at the end of the game and Woolford waa the last substitute to come on for Town, as he replaced Embleton.
Welsh was booked for a foul midway inside his own half in the second of the added minutes but the free kick came to nothing.
The second round draw will take place on Monday night, live on BBC 2 from 7pm.
The Mariners were then able to see the remainder of the game out and will now look forward to Monday evening's second round draw, before facing Newcastle United under-21s in the Checkatrade Trophy at Blundell Park on Tuesday.
1 James McKeown
27 Luke Hendrie
12 Akin Famewo
24 Harry Davis
6 Danny Collins (C)
15 Harry Clifton
22 Elliot Embleton
7 Jake Hessenthaler
30 Ben Pringle
39 Wes Thomas
18 Charles Vernam
23 Sam Russell
19 Andrew Fox
2 Reece Hall-Johnson
11 Jordan Cook
4 John Welsh
16 Martyn Woolford
17 Harry Cardwell
1 Lee Nicholls
26 Baily Cargill
4 Joe Walsh
25 Callum Brittain
2 George Williams
3 Dean Lewington (C)
8 Alex Gilbey
24 Jordan Houghton
10 Chuks Aneke
14 Kieran Agard
32 Rhys Healey
22 Stuart Moore
12 Mitch Hancox
28 Oran Jackson
6 Ousseynou Cissé
20 Lawson D'Ath
7 Ryan Watson
19 Robbie Simpson
Attendance: 1,991 (154)
Referee: Carl Boyeson
Next Up: Newcastle Utd U21 (H)