Kieran Trippier and Andre Amougou helped Burnley come from behind to secure a place in the last 16 of the Carling Cup at the expense of MK Dons.
Dons' Daniel Powell opened the scoring in the sixth minute when he collected Darren Potter's pass and found the bottom corner.
Burnley equalised on the hour thanks to on-loan defender Trippier's superb long-range free-kick.
And Amougou sealed the win with an overhead kick in the 89th minute.
The Dons started the brighter and a neat passing move saw former Burnley loanees Dean Bowditch and Luke Chadwick play a clever one-two to thread through Potter, who in turn fed Powell.
The striker easily turned his marker to spin into space and fire a shot into the bottom left-hand corner.
Burnley quickly retaliated through Jay Rodriguez who twice went close, the young striker first having an effort saved by David Martin before then nodding wide as the home side pressed for a leveller.
After the break the Lancashire side came out of the blocks quickly, with Keith Treacy and Ross Wallace peppering the Dons box with crosses and Rodriguez saw his header cleared off the line by Chadwick.
But Clarets stopper Lee Grant still needed to be alert to produce a stunning double save from Jabo Ibhere and Chadwick to keep the Championship side in the contest.
And that moment of magic from the keeper proved crucial just before the hour when Trippier levelled.
Chadwick was penalised for handball just outside the area, and the on-loan Manchester City defender produced a sublime free-kick to find the bottom corner.
Just as it looked as though the clash was going to extra-time Burnley popped up with a winner. Wallace provided the cross and Cameroon international Amougou's overhead kick found the bottom corner to book Eddie Howe's men a place in the fourth round.