Motherwell are in the last eight of the Betfred Cup after battling to a 1-0 second round win on the artificial turf at Livingston's Tony Macaroni Stadium on Saturday, writes Craig Goldthorp.
Last year's beaten finalists won through thanks to a first half strike by Danny Johnson, given his first start in place of Conor Sammon.
Livingston almost went in front within the first 30 seconds when a corner was cleared to Steven Lawless whose brilliant thumping left footed volley came back off Trevor Carson's crossbar.
The Lions had a second fine effort early on when player/manager Kenny Miller's long ranger was tipped over by Carson.
Motherwell striker Johnson then hit a great left footer off the Livi upright after Alex Rodriguez-Gorrin had robbed a defender.
As a fine first half raged on, Elliott Frear was scythed down by Craig Halkett after the Well winger's fine run down the left, before play surged to the other end and Lee Miller's snapshot missed narrowly after good work by Scott Robinson on the right.
It was the Steelmen's turn to go close on 17 minutes as a wonderful run and cross on the left by Frear was met by a powerful Richard Tait header which was saved brilliantly by Liam Kelly.
The action was relentless and a long Lawless free-kick set up Halkett for a header which was tipped over.
But Motherwell were ahead within 60 seconds as Johnson shot home powerfully with his left foot after brilliant wing play by Main on the left.
Scott Pittman then shot off target for Livi before another Miller long ranger just failed to loop low enough.
Frear then released Johnson on the left and his delivery was just missed by Gorrin in the middle.
Motherwell's Carl McHugh then solidly met a Gael Bigirimana corner but his headed attempt was saved by Kelly.
Gorrin also had a shot saved by the Livi custodian before the final chance of the half saw Main have a close range effort well stopped after good wing play by Frear.
Scotland under-21 ace Allan Campbell came on as a 58th minute sub for Gorrin and the young midfielder almost made an immediate impact.
Campbell waltzed past two Livingston players before unleashing a fine right foot effort from outside the box which came back off the left post.
After an incident packed first half, the second half was much less eventful with Pittman heading well wide for the hosts on 82 minutes.
Motherwell: Carson, Tait, McHugh, Aldred, Hartley (Taylor-Sinclair 63), Main, Frear, Rose, Bigirimana, Gorrin (Campbell 58), Johnson.
Referee: Willie Collum