Michael Herd struck twice as East Stirlingshire stunned Second Division Ayr United in the Ramsdens Cup first round.
Herd lashed home the opener from Ricky Miller's pass and then swept a shot into the net for his second before half-time.
Ayr replied five minutes into the second half when Mark Shankland beat goalkeeper Grant Hay from 20 yards.
But Scott Maxwell converted Craig Hume's cross to clinch the Third Division side's victory.
East Stirlingshire: Hay, Hume, Jackson, Hunter, Shepherd, Greenhill, Miller, Begg (Gillespie 75), Maxwell, Herd, Devlin. Subs Not Used: Craig Gordon, Glasgow, Turner, Benton.
Goals: Herd 28, 42, Maxwell 86.
Ayr: Brown, Tiffoney, Brownlie, John Robertson, McCann, Marenghi (Crawford 52), McStay, Sinclair, Ross Robertson (Roberts 60), Moffat, Shankland. Subs Not Used: Martin, Wyllie, Longridge.
Booked: Tiffoney, Crawford.
Goals: Shankland 51.
Ref: Barry Cook