Walsall crashed out of the EFL Cup at the first-round stage after losing to League Two Yeovil in extra time.
A 103rd-minute Amadou Bakayoko own goal and a 70-yard Matt Dolan wonder strike earned the Glovers victory.
Jon Whitney made three changes to the Walsall team that won 3-1 against AFC Wimbledon on the opening day of the League One season.
Loanees George Dobson and Josh Ginnelly were handed their full debuts, while Matt Preston was also promoted to the starting XI.
Darren Way's Yeovil, who beat Notts County 2-0 in their season opener, made the brighter start and created the clearer chances in a quiet first half.
Otis Khan, a former Manchester United youngster, tested Walsall keeper Neil Etheridge from long range and also fired well wide from a short corner.
Etheridge was called upon in the 17th minute, as he dived full length to his right to push away Ryan Hedges’ curling cross-shot.
Dolan headed the resulting corner straight at the home custodian but the Glovers really should have taken the lead midway through the half.
A lightning quick counter attack saw Hedges drive forward over halfway and find Liam Shephard out wide.
The marauding full-back crossed low into the path of Hedges, but the Swansea loanee could only fire over when well-placed inside the box.
Subdued Walsall responded immediately, Erhun Oztumer with a curling left-footed effort from 25 yards which Artur Krysiak parried.
Despite scoring three times against Wimbledon on Saturday, the Saddlers were struggling to exert any sustained pressure on the visitors’ goal.
The hosts’ best chance came on 38 minutes, when Simeon Jackson found space in the area and unleashed a powerful goalbound drive which was well blocked.
Yeovil went close again before the break, as Hedges’ free-kick was glanced on by Tom Eaves but Etheridge got down well to palm the ball away.
Half-time: Walsall 0-0 Yeovil
With the words of Whitney ringing in their ears, Walsall made a much more purposeful start to the second period, creating a chance inside 60 seconds.
A Rico Henry cross ran through for former Glovers captain Joe Edwards, 25 yards out, but his first-time strike flew well wide.
Yeovil remained a real threat and they almost went ahead on the hour mark.
Khan, who scored on his Glovers debut on Saturday, chased a long ball and glided past Preston but Etheridge smothered his shot.
Suddenly the tie had come to life and Walsall were looking more dangerous.
Kieron Morris’ rasping left-footed strike whistled inches wide and club-record signing Andreas Makris was denied by Krysiak’s legs just moments after coming on.
The home side were then fortunate not to fall behind as Preston cleared Alex Lacey’s effort off the line after Etheridge had failed to claim a corner.
Whitney’s men went back on the offensive with substitute Amadou Bakayoko delivering a glorious right-wing cross towards Jackson, who could only glance a header off target from close range.
The pair combined again shortly after, with Jackson having a header deflected wide from another accurate Bakayoko centre.
Young striker Bakayoko then almost won it for the Saddlers from the resulting corner, but he was unable to force the ball home after a goalmouth scramble.
And the visitors very nearly snatched victory themselves in the final moments of normal time.
Eaves first steered a half-volley wide at the near post, before Etheridge tipped away Dolan’s 96th-minute free-kick at full stretch.
Full-time: Walsall 0-0 Yeovil – Into extra-time…
But the Glovers did finally make the breakthrough after 103 minutes, when Hedges’ free-kick was headed back across by Kevin Dawson and deflected in by the unfortunate Bakayoko.
The 20-year-old almost grabbed an immediate equaliser as he rattled the top of the bar with a blistering drive.
But Walsall’s hopes of cup progression were ended as Yeovil made it 2-0 eight minutes before the end of extra time.
Dolan spotted Etheridge off his line and, from well inside his own half, produced an inch-perfect lob which flew over the stranded keeper and bounced into the empty net.
It was a quite incredible goal from the midfielder and the hosts had no answer as they bowed out of the competition.
Final result: Walsall 0-2 Yeovil
Team: Etheridge, Edwards, Henry, McCarthy, Dobson (Kinsella 69’), Chambers, Jackson, Oztumer (Bakayoko 69’), Morris, Preston, Ginnelly (Makris 63’).
Subs not used: MacGillivray, Butterfield, Roberts, Kouhyar.
Attendance: 2,699 (166 Yeovil supporters).