Grimsby Town were beaten as 10-man Mansfield Town snatched a last-minute winner at Blundell Park.
The Mariners had the better of a scrappy, bad-tempered contest but were unable to force a breakthrough.
The visitors showed little as an attacking force for most of the game and were left with more defending to do after Hayden White was shown a straight red card.
But they had the final say as a free kick deep into added time fell for Krystian Pearce and he scored from close range to claim all three points.
Two changes were made to the Town starting XI after last week's fantastic win at Exeter, with Harry Davis and James Hanson returning in place of Mattie Pollock and Ahkeem Rose.
James McKeown started in goal, behind a back four of Luke Hendrie, Davis, Luke Waterfall and Liam Gibson.
Ethan Robson, Jake Hessenthaler and Jordan Cook were the midfielders, with Hanson joined by Max Wright and Moses Ogbu in attack.
Pollock and Rose were both named on the bench, along with Elliott Whitehouse, Harry Clifton, Matt Green, Sam Russell and Elliott Hewitt.
Mansfield made the relatively short journey to Cleethorpes sitting sixth frrom bottom of the League Two table and looking for a much-needed victory.
They would look to attackers Otis Khan, Danny Rose and Nicky Maynard to cause problems for the Grimsby defence, with former Mariners striker Andy Cook among the substitutes.
Town won the first corner of the game wihin 25 seconds of the kick-off but were unable to make it count. They retained possession though and and as their fast start continued, a diagonal ball from Hessenthaler on the left found Waterfall at the far post but his header was stopped by keeper Conrad Logan.
A cross from Wright proved too high for Hanson, before Mansfield started to come into the game and they won their first corner on 11 minutes, although the short delivery led only to a throw-in.
A home penalty appeal was turned down after the ball struck the arm of Pearce inside the box before being put out of play but the decision was to award a corner, which was cleared.
Soon afterwards, the Mariners had the ball in the net when Hanson's header from a cross by Cook beat Logan but the offside flag had already gone up against the striker.
Davis won a corner on the left on 17 minutes as the hosts continued to dominate. Hessenthaler's delivery was headed back to him, with the midfielder's follow-up cross headed behind by midfielder Kellan Gordon for a corner on the right. This time, Hanson headed wide of the far post.
A good chance came on 20 minutes when Gibson put a ball through for Hanson to run onto. The striker was left one-on-one with Logan but as the keeper advanced, Hanson could only direct his shot wide of the far post.
At the other end, Alex Macdonald was given an opportunity to shoot from the edge of the box but his effort deflected off Maynard to safety.
Ogbu battled well with defender Hayden White to win another Grimsby corner on the left and Hessenthaler's ball from the flag was headed away as far as Robson on the edge of the box but his volley flew well over the bar.
Wright went down with an injury on 26 minutes and was deemed unfit to continue, with Green sent on in his place in the game's first substitution.
Khan was brought down by Robson to give Mansfield a free kick midway inside the Town half but Rose's header from it was straight at McKeown and the keeper made a comfortable stop.
Another free kick came in a dangerous position when Maynard was fouled on 33 minutes but it caused no problems as Mal Benning fired over the bar.
The home side's next attack saw Gibson win a corner on the left but Hessenthaler's delivery was cleared by Rose.
A cross from Hendrie on 40 minutes was blocked for a corner on the right but after the ball fell for Robson on the edge of the box, he lost possession and the visitors broke through Macdonald but the move ended with Rose shooting tamely wide.
Cook became the first of the afternoon to be shown the yellow card for a foul as the game became scrappy with the clock ticking towards half-time.
Two added minutes were played at the end of the half and with no further chances created by either side, the score remained goalless at the interval.
No further changes were made before the restart and a shot by Khan from distance three minutes in proved easy for McKeown.
Good defending by White denied Cook after Green had taken the ball into the penalty area, before Hessenthaler saw a shot blocked after a long throw by Hendrie.
Green was spoken to by the referee after Mansfield were given a free kick on the right but again, the away side did not take advantage of the opportunity from the set piece.
Town had a free kick of their own soon afterwards when Ogbu was brought down 25 yards out by Bishop, who was booked. Cook's strike cleared the bar.
Mansfield were reduced to 10 men on the hour when White was dismissed after the referee deemed his challenge on Hessenthaler near the halfway line to be worthy of a straight red card.
CJ Hamilton replaced Maynard three minutes later and the visitors won a corner on 68 minutes but it led to an offside decision after the ball was played short.
Green was booked for a foul soon afterwards, before a shot from Hanson was blocked after a looping cross had fallen for him.
Rose was sent on in place of Ogbu with 15 minutes to go as the Mariners continued to look for a moment of quality that could provide a breakthrough.
A cross from Rose was cleared for a corner but with Mansfield's Ryan Sweeney down, the referee instead opted to restart the game with a drop-ball after he had received treatment.
Mansfield's Rose was replaced by Cook with eight minutes left to play, before Conor Shaughnessy came on for Khan soon afterwards as the away side looked to an extra defender.
Town's last change saw Whitehouse replace Cook and they continued to search for a winning goal as the game moved into six added minutes.
Hanson headed the ball down after a cross from th eleft but it was cleared before it could reach Green.
Hendrie was booked for bringing Hamilton down as the attacker looked to break clear into the box in the last of the added minutes. An the visitors took full advantage as Benning's ball into the box was not dealt with and PEARCE was there to turn and fire past McKeown from close range in front of the travelling supporters.
That proved to be the final, decisive say and the Mariners must now pick themselves up for the midweek Leasing.com Trophy fixxture at Sunderland and next Saturday's trip to Stevenage in the league.
Town: 1. James McKeown (C), 2. Luke Hendrie, 3. Liam Gibson, 6. Luke Waterfall, 4. Harry Davis, 8, Jake Hessenthaler, 11. Jordan Cook, 12. Ethan Robson, 9. James Hanson, 19. Max Wright, 20. Moses Ogbu
Subs: 23. Sam Russell, 22. Elliott Hewitt, 25. Matthew Pollock, 15. Harry Clifton, 10. Elliott Whitehouse, 7. Matt Green, 14. Ahkeem Rose.
Mansfield Town: 1. Conrad Logan, 17.Ryan Sweeney, 5. Krystian Pearce (C), 2. Hayden White, 20. Kellan Gordon, 3. Malvind Benning, 7. Alexander MacDonald, 6. Neal Bishop, 10. Otis Khan, 32. Danny Rose, 11. Nicky Maynard.
Subs: 31. Aidan Stone, 15. Conor Shaughnessy. 30. Alistair Smith, 16. Willem Tomlinson, 18. Oladapo Afolayan, 19. Andy Cook, 22. CJ Hamilton.
Referee: Paul Marsden
Attendance: 5,087 (681)
Possession: Town 55% - 45% Mansfield Town
Corners: Town 7-2 Mansfield Town
Next Up: Sunderland (A)