Grimsby Town's Checkatrade Trophy campaign opened with a win as they came from behind to beat Notts County at Blundell Park.
The visitors were the better of the two sides in the first half and had a deserved lead thanks to Lewis Alessandra's goal.
But the Mariners were much-improved after the break and they got themselves back on level terms through a Mitch Rose penalty, before substitute Jake Hessenthaler's late winner.
Town boss Michael Jolley's starting XI showed six changes from Saturday's loss to Yeovil.
Goalkeeper Sam Russell made his first start since joining the club in the summer, while Andrew Fox, Harry Clifton, Mitch Rose, Wes Thomas and Louis Robles also came into the line-up.
Russell would be protected by a defence of Luke Hendrie, Alex Whitmore, Akin Famewo and Fox, while Clifton and Rose sat behind JJ Hooper, Charles Vernam and Robles as Thomas led the line in attack.
The substitutes were James McKeown, Ahkeem Rose, Max Wright, Hessenthaler, Jordan Cook and John Welsh.
Notts had former Australia international and ex-Leeds United and Liverpool star Harry Kewell in their dugout for the first time after appointing him as manager at the weekend.
Their team was captained by another former Premier League player in the shape of Jon Stead.
An early away corner was dealt with before Stead had the first shot of the game, with Russell remaining untroubled as the ball sailed into the almost empty Pontoon Stand.
Thomas had the first sight of goal for the Mariners on seven minutes, racing onto a ball from Fox down the left and lifting it over the onrushing Notts keeper Ross Fitzsimons but watching it drop wide of the far post.
The visitors had made the better start though and they took the lead on 11 minutes, when ALESSANDRA drove into the penalty area from the left before firing past Russell and into the corner of the net.
A cross from Fox on the left was half-cleared as Town looked for a reply but when it ricocheted back into the box, the keeper got to it ahead of Thomas.
Thomas was looking lively and he almost benefited again when an attempted clearance by Fitzsimons cannoned back off him, although the ball cleared the crossbar.
A Fox free kick from the left on 35 minutes was headed clear as the Mariners continued to struggle to test Fitzsimons and his defence.
But a brighter moment came when good play by Robles and Hendrie down the right led to a shooting opportunty for Vernam from 20 yards, although his powerful effort flew just off-target.
A Notts corner from the right was cleared at the near post, befor another one brought the same result.
One added minute was played at the end of the half and the visitors had the final chance, with Stead sending Alessandra away down the left. He cut inside and worked an opening for a shot but a heavy deflection took the ball harmlessly through to Russell.
That meant the Notts advantage remained at one goal at the interval.
No changes were made before the restart and an early long throw from Rose appeared to have caused problems inside the box until the ball was eventually scrambled away.
A cross from Andy Kellett at the other end was caught by Russell, before a ball from Stead on the left was headed out for a throw-in.
The away side won a corner on the right on 55 minutes but were unable to make it count as Famewo brought the ball out of defence before launching a counter-attack which led to a corner at the other end as Robles' close-range shot was saved at the near post.
A foul on Clifton then brought a free kick on the right but Fox's delivery was headed clear.
Thomas went close to an equaliser when he met a cross from the left but he was unable to steer the ball into the net as it went wide.
Hessenthaler replaced Robles in the first substitution of the evening on the hour, before a Notts change saw Kristian Dennis come on for Cane Hemmings.
A Town corner came after Vernam cut in from the right and hit an effort which was deflected wide of the far post. Elliott Hewitt replaced Noor Hussin for Notts before the flag-kick, which led to Whitmore being penalised for a foul as he headed across goal.
Soon afterwards, Russell almost had the ball taken off him by Stead at the other end but the keeper recovered to dive on it.
The Mariners were given a chance to level the scores on 69 minutes when Vernam was brought down by Elliott Ward inside the box and the referee pointed to the penalty spot. ROSE stepped up and made no mistake, sending the keeper the wrong way and finding the net for 1-1.
The visitors almost snatched the lead straight back as Stead connected with a half-volley but his shot was pushed clear by Russell.
Cook replaced Hooper with 73 minutes on the clock and Town now on top as they pushed for a second goal, with Thomas going close to getting it as he hit the bar after a chip over the top from Hessenthaler.
Vernam had another penalty shout after going down inside the box under a challenge from Kellett but this time, the referee waved play on.
Another chance for Thomas came after he was sent through down the left by Hessenthaler but his strike went wide of the near post.
Dennis then tested Russell after bringing the ball down and volleying from the edge of the box but the keeper was equal to the effort, pushing it away for a corner.
Ahkeem Rose replaced Vernam with six minutes to go an the youngster went close with a low shot from 25 yards that keeper Fitzsimons did well to get to and tip around the post for a corner.
From the flag-kick, the Mariners made their breakthrough as Fitzsimons failed to hold onto the ball and after a scramble, HESSENTHALER was in the right place to turn it into the net.
Six minutes of added time were played at the end of the game before the hosts' vitory was confirmed, earning them three points which put them level with Newcastle United U21 at the top of Nothern Group G following the first round of fixtures.
The Mariners will now look to take their second-half level of performance into the league programme when they travel to Bury on Saturday.
23 Sam Russell
27 Luke Hendrie
19 Andrew Fox
25 Alex Whitmore
12 Akin Famewo
15 Harry Clifton
39 Wes Thomas
8 Mitch Rose (C)
18 Charles Vernam
9 JJ Hooper
14 Louis Robles
1 James McKeown
26 Brandon Buckley
11 Jordan Cook
7 Jake Hessenthaler
4 John Welsh
20 Max Wright
21 Ahkeem Rose
1 Ross Fitzsimons GK
12 Christian Oxlade-Chamberlain
14 Andy Kellett
19 Elliott Ward
16 Shaun Brisley
17 Noor Husin
11 Enzio Boldewijn
7 Lewis Alessandra
24 Robert Milsom
15 Kane Hemmings
30 Jon Stead (C)
40 Max Culverwell
33 Declan Dunn
4 Elliott Hewitt
18 Terry Hawkridge
8 David Vaughan
34 Remaye Campbell
9 Kristian Dennis
Referee: Tom Nield
Attendance: 746 (59 away)