Premier League big-guns Liverpool and Arsenal scraped into the League Cup fourth round with hard-fought wins over Leeds and West Bromwich Albion on Tuesday.
Rafa Benitez's Liverpool, seven-time winners of the competition, were fortunate to be level against League One leaders Leeds at Elland Road when David Ngog's strike midway through the second half sealed a 1-0 victory.
Benitez made nine changes to the team that won at West Ham on Saturday, with only Jamie Carragher and Javier Mascherano retaining their places. Simon Grayson's team thought they had taken the lead when Jermaine Beckford and Luciano Becchio combined to turn in Lubomir Michalik's header, but the effort was ruled out for offside.
Leeds wasted several more chances to shock the Reds before French striker Ngog broke the deadlock in the 66th minute. Ngog controlled Mascherano's shot, turned and drove home a fine finish to silence the 39,000 capacity crowd.
Grayson was frustrated by his side's disallowed goal and said: "It's one of those decisions that can go for you sometimes or against you. It's gone against us and it was a big turning point in the game because I thought we were excellent and we created really good chances but sometimes you don't get the breaks."
Arsenal's latest batch of young starlets eventually saw off ten-man West Bromwich Albion 2-0 at the Emirates Stadium thanks to a debut goal from teenage striker Sanchez Watt. Arsene Wenger's eleven changes to the side who thrashed Wigan at the weekend included a first Gunners starts for Watt, Polish goalkeeper Wojciech Szczesny, Francis Coquelin and Gilles Sunu.
The tie turned in Arsenal's favour when former Gunners winger Jerome Thomas was sent off for a push on Jack Wilshere just before the break. Albion held out until the 68th minute when Dean Kiely fumbled Carlos Vela's shot and Watt tapped in the rebound. Mexican forward Vela sealed the victory in the 76th minute.
Premier League newboys Burnley suffered a dismal 3-2 defeat at Championship strugglers Barnsley. Steven Fletcher had given Burnley the lead but Jon Macken equalised and Anderson De Silva put Barnsley ahead. Chris Eagles levelled for Burnley but the visitors lost goalkeeper Brian Jensen and striker Martin Paterson to injuries and tumbled out when Hugo Colace struck in the 75th minute.
Stoke staged a sensational fightback to beat Championship side Blackpool 4-3 at the Britannia Stadium. Tony Pulis's were facing a shock exit after Wales midfielder David Vaughan's long-range strike put Blackpool ahead in the 40th minute and then Billy Clarke added a second soon after the interval.
They wasted a chance to get back in the match when Liam Lawrence's penalty was saved by Matthew Gilks. But Danny Higginbotham gave Stoke hope in the 75th minute and Matthew Etherington equalised three minutes later.
Ricardo Fuller looked to have won it for Stoke when he scored in the 80th minute. Blackpool hit back again through Ben Burgess in the 81st minute, only for Stoke defender Andy Griffin to win it in stoppage time.
South African striker Benni McCarthy sent Blackburn through with a superb strike as Rovers defeated Championship club Nottingham Forest 1-0 at the City Ground. McCarthy gave Rovers the lead in spectacular fashion by curling home a 37th minute free-kick, then Forest striker Dexter Blackstock saw his second half penalty saved by Jason Brown.
Newcastle were dumped out by fellow Championship outfit Peterborough as Darren Ferguson's side cruised to a 2-0 victory at London Road. Sunderland dispatched fellow Premier League side Birmingham 2-0 at the Stadium of Light thanks to first-half goals from Jordan Henderson and Fraizer Campbell.
Portsmouth won 3-1 at League One Carlisle, Bolton relieved the pressure on boss Gary Megson with a 3-1 win over West Ham after extra time, while Scunthorpe defeated League Two Port Vale 2-0 after extra time.