Walsall were knocked out of the Johnstone’s Paint Trophy at the first round stage after losing at League Two Morecambe.
Second-half strikes from Jamie Devitt and Tom Barkhuizen booked the Shrimps’ place in round two, condemning the Saddlers to a first defeat of the season.
Walsall – last year’s beaten finalists – created a plethora of chances but lacked their usual ruthlessness in front of goal.
Anthony Forde rattled the bar, while Shrimps keeper Barry Roche made a string of fine saves.
Manager Dean Smith made six changes to the side that thrashed Blackpool 4-0 on Saturday.
Craig MacGillivray, James Baxendale, Milan Lalkovic, Matt Preston, Kieron Morris and Liam Kinsella came in, while Neil Etheridge, Jason Demetriou, Reece Flanagan, Romaine Sawyers and Paul Downing dropped out.
Roche was called into action on seven minutes when he tipped over Baxendale’s long-range attempt.
The Saddlers settled quickly into their passing rhythm; at the end of one slick move, Morris dragged a low shot wide of the near post.
Jamie Devitt had Morecambe’s first attempt on 18 minutes, firing well wide from distance.
Jim Bentley’s Shrimps, who recorded a convincing 4-1 win against Notts County on Saturday, were a constant threat on the counter attack.
From one swift break, Barkhuizen delivered a menacing low cross from the right which Andrew Fleming couldn’t convert from six yards.
Both goalkeepers had to be alert to keep the game scoreless around the half-hour mark.
First, Tom Bradshaw tested Roche with a low 25-yard drive, and then MacGillivray made a smart stop to deny Devitt at his near post.
It was the visitors, chasing a seventh successive win in all competitions, who ended the half on the front foot.
Bradshaw headed wide from Baxendale’s right-wing cross, Lalkovic cut inside and saw a powerful attempt blocked, and the lively Morris displayed quick feet before bringing a fine save from Roche.
On the stroke of half-time, Walsall fashioned their clearest opportunity yet.
Bradshaw played in Adam Chambers behind the home defence but, one-on-one with Roche, the skipper curled horribly wide.
Roche then parried Bradshaw’s cross-come-shot from an acute angle in added time, keeping the score level at the break.
HALF-TIME: MORECAMBE 0-0 WALSALL
The Saddlers dominated possession at the start of the second half, although it was Morecambe who looked the more threatening.
Paul Mullin's dipping effort from the corner of the penalty area went marginally over.
And on 58 minutes they took the lead, Devitt bending a superb right-footed shot to the far top corner, which clipped the inside of the post on its way in.
Walsall pushed forward in search of an equaliser but couldn’t find a way past the inspired Roche, who made fine stops to thwart Baxendale, Sam Mantom and Preston.
Smith made a triple substitution midway through the half – bringing on Jordan Cook, Anthony Forde and Romaine Sawyers for Lalkovic, Baxendale and Morris.
But, completely against the run of play, Morecambe doubled their advantage on 71 minutes.
A Saddlers attack broke down and the hosts counter-attacked at pace.
The ball was worked to Barkhuizen, who sprinted clear before firing an unerring low shot across MacGillivray and into the far corner.
It was almost 3-0 minutes later when Barkhuizen, the sponsors' Man of the Match, sprang the offside trap and rattled the left-hand upright with a stinging drive.
Walsall refused to give up hope and continued to create chances; Cook headed wide from Forde’s far-post cross, and Bradshaw was then denied by the legs of Roche.
Time was running out and with our final chance, in the fifth minute of stoppage time, Forde struck the bar with a brilliant 35-yard free-kick.
FULL-TIME: MORECAMBE 2-0 WALSALL
Team: MacGillivray, Taylor, O’Connor, Chambers ©, Mantom, Bradshaw, Baxendale (Forde 66’), Lalkovic (Cook 66’), Preston, Morris (Sawyers 66’), Kinsella.
Subs not used: Jezeph, Downing.
Attendance: 1,332 (322 Walsall fans).