Two late goals killed off Motherwell's brave Betfred Cup bid on Wednesday night as they crashed 4-2 to Hearts at Tynecastle.
Motherwell started in a lively fashion but it was Hearts' Steven Naismith had two efforts cleared off the Motherwell line in the opening two minutes, both following corners.
Liam Grimshaw - restored to the starting line-up - then sent a long snapshot wide for the visitors before the Steelmen dramatically took the lead on 10 minutes.
Gael Bigirimana sent a long free-kick into the box and Liam Donnelly header's was blocked by the hand of Hearts defender Jimmy Dunne.
Returning striker Curtis Main rifled the resultant spot kick past Hearts keeper Zdenek Zlamal.
This was a cracking cup tie and Hearts' Mitchell was booked for a foul on the outstanding Chris Cadden before both teams then came close to scoring within a breathless 60-second spell.
Firstly a Bigirimana free-kick was headed over by Ryan Bowman, with Hearts breaking quickly to the other end to produce a sweeping move involving Olly Lee, Callumn Morrison, Michael Smith and Steven MacLean who missed the target from a good position.
But the Jambos did level when MacLean eventually prodded home after Bigirimana had been dispossessed by Arnaud Djoum.
Hearts then enjoyed a period of pressure but it was Motherwell who nearly scored again on 43 minutes when scorer Main sent a powerful header flashing wide after more good work by Cadden on the right.
With the score 1-1 at the break, Hearts threatened with a second half Lee corner which Dunne headed wide at the back post.
Hearts came extremely close on 62 minutes when Peter Haring nodded a cross from the dangerous Morrison inches wide.
But Haring did score soon afterwards when he tapped into an empty net after Djoum's initial shot had been blocked and John Souttar played the ball across goal.
MacLean was then right through on Carson but the Motherwell keeper saved with his legs.
And the Steelmen then equalised in wonderful style when Bowman volleyed in magnificently after Donnelly's header through to him.
The Motherwell fans went wild, anticipating the prospect of 30 minutes of extra time, but their hearts were nearly broken within four minutes when Djoum missed terribly after a Naismith pass following a breakaway.
But the Jambos did go 3-2 up when Lee netted brilliantly after sub Clevid Dikamona's cross from the right.
And more gloss was put on for the hosts in injury time when Naismith shot under Carson after a swift forward thrust by the Jambos.
Motherwell: Carson, Tait, McHugh, Aldred, Cadden, Campbell, Main, Bowman, Grimshaw, Bigirimana, Donnelly.
Referee: Willie Collum