Motherwell blew the chance to take their place in the last four of the League Cup with a 2-0 defeat to 10-man Aberdeen.
The Dons’ played for 77 minutes a man down after Joe Shaughnessy was shown a red card for a terrible challenge on Zaine Francis-Angol.
However, goals near the end from Andrew Considine and Jonny Hayes were enough to take the away side through
Eager to quickly put their league defeat to St Johnstone behind them ’Well started the brighter and thought they had took the lead in five minutes.
A looping John Sutton shot from the left-hand side of the box beat Jamie Langfield and found the net.
The homes side went off to celebrate but referee John Beaton disallowed it for offside, although assistant Graham Chambers didn’t flag.
It was a minor setback, but it still looked as if it would be ’Well’s night when Shaughnessy was sent off in 13 minutes for recklessly fouling Francis-Angol in the middle of the pitch.
Dons manager Derek McInness elected to keep things compact as striker Calvin Zola was sacrificed for Considine and kept ’Well at arms length.
Shaun Hutchinson nearly turned the ball into his own net after Gunnar Nielsen failed to hold a Hayes cross, but managed to boot the ball clear.
A mistake by Hutchinson then allowed Niall McGinn to break into the area, only for central defensive partner Stephen McManus to bail him out with a great challenge.
At half-time ’Well tried to go more offensive to make their man advantage count as winger Lionel Ainsworth replaced defensive midfielder Paul Lawson.
Stuart Carswell should have given them the lead on the hour mark as he was found unmarked 12 yards out by Francis-Angol, but shot straight at Langfield.
Then a Hutchinson header from an Ainsworth corner hit the bar, however with seven minutes left the home side were left shocked as they fell behind.
Nielsen did well to save from Pawlett and on the rebound Scott Vernon forced a corner off Steven Hammell. Hayes took it and CONSIDINE bulleted in a header at the back post.
In stoppage time Aberdeen made the game safe as HAYES broke down the left and fired in a powerful shot.
Motherwell: Nielsen, Ramsden, Hammell, Lasley, Hutchinson, McManus, Carswell, Lawson (Ainsworth 46), Anier (McHugh 68), Sutton, Francis-Angol. Subs not used: Stewart, McFadden, Kerr.
Aberdeen: Langfield, Shaughnessy, Robertson (Vernon 47), Flood, Anderson, Reynolds, Hayes, Jack, McGinn, Zola (Considine 21), Pawlett (Robson 85). Subs not used: Weaver, Wylde.
Referee: John Beaton.