Walsall bowed out of the Leasing.com Trophy after a narrow defeat to League One Portsmouth.
John Marquis opened the scoring in the first half before Elijah Adebayo missed a penalty on the stroke of half time.
Substitute Ellis Harrison doubled Pompey’s lead late on before Caolan Lavery replied from the penalty spot but it wasn’t enough for the Saddlers.
Darrell Clarke made five changes to the side that beat Salford City on Saturday.
Cameron Pring returned from his suspension while Sam Perry came in for his debut.
Zak Jules, Elijah Adebayo and Rory Gaffney came also came into the side while Josh Gordon, Caolan Lavery, Callum Cockerill-Mollett, Alfie Bates and Wes McDonald dropped out.
Both sides had chances in the opening 15 minutes. Elijah Adebayo’s header was caught by Craig MacGillivray before John Marquis forced a save out of Liam Roberts with a low shot.
Walsall had a spell of pressure but it was the visitors who took the lead as Christian Burgess’ headed goalwards before Marquis prodded home from close range.
The Saddlers responded well to falling behind and were presented with a glorious opportunity to equalise when they were awarded a penalty in first half stoppage time.
Adebayo stepped up but his low penalty was saved by MacGillivray.
Darrell Clarke made a change 10 minutes into the second half as McDonald and Lavery replaced Dan Scarr and Rory Gaffney.
There was little to shout about for both sides in the second half. Hawkins hooked a shot goalwards on 66 minutes but it was an easy one for Roberts.
In his final change of the evening, Clarke introduced Joe Willis for his Saddlers debut in place of Adebayo on 72 minutes.
Walsall’s best chance of the second half came on 74 minutes after Lavery was played through one-on-one but he blazed his shot over.
It was Kenny Jackett’s side who got scored the crucial second goal as Harrison headed home from close range with eight minutes to go.
The Saddlers didn’t give up and won another penalty with five minutes to go as Holden was tripped in the box. Lavery stepped up and converted to give Walsall late hope.
Despite late pressure, Portsmouth held on to progress to the quarter-finals.
Roberts; Norman, Clarke, Scarr (McDonald 55), Jules, Pring, Holden, Kinsella, Perry, Gaffney (Lavery 55), Adebayo.