Nicky Clark scored in extra-time as Queen of the South knocked Morton out of the Ramsdens Cup at Cappielow.
Morton took the lead in the 38th minute with a stunning long-range effort from Michael Tisder.
The hosts could have been further ahead minutes after the break, but visiting goalkeeper Lee Robinson was alert to deny Peter Weatherson.
And Morton were pegged back just after the hour mark when Mark Durnan rose highest to head home Chris Mitchell's cross.
Weatherson had a golden opportunity to seal victory with five minutes to go when Stephen McKenna handled inside the area, but Robinson produced a great save to take the match into extra-time.
And the home side were made to pay for the striker's miss when Clark headed in a Ryan McGuffie cross in the 108th minute to snatch victory.
Morton: Gaston, Taggart, Rutkiewicz, Mark McLaughlin, Halsman (Wilkie 113), Reid (Graham 71), Wallace, Stirling (Campbell 78), Tidser, O'Brien, Weatherson. Subs Not Used: Combe, O'Ware.
Booked: Stirling. Goals: Tidser 38.
Queen of the South: Robinson, McGuffie, Durnan, Higgins, Holt, McKenna, Mitchell, Johnston (Orsi 105), Carmichael, Reilly (Lyle 67), Clark (Hopkirk 119). Subs Not Used: Atkinson, Black.
Booked: McKenna, Lyle. Goals: Durnan 66, Clark 105.
Ref: George Salmond