Crawley Town were knocked out of the Checkatrade Trophy at the Group Stage when they lost 2-1 away to League One side Gillingham.
This was despite Reds taking the lead through Dominic Poleon after 19 minutes.
However the Gills fought back to win the tie with two second half goals by Elliott List on 57 minutes and an 86th minute winner by substitute Bradley Stevenson.
The result meant Tottenham under-21s, who lost 3-2 at Fratton Park, went through from the group, along with Portsmouth.
Gabriele Cioffi made two nine changes to the side which held Southend United to a 1-1 draw in the FA Cup.
Just two of Saturday’s starting line-up survived, Joe McNerney and George Francomb.
After two successive defeats, The Gills were already out of the competition.
They made ten changes from the side which drew with Hartlepool on Saturday.
Poleon scored the opening goal of the game by shooting past ‘keeper Tom Hadler having been put through by Reece Grego-Cox.
This gave Reds hope of progressing through if they could win the game providing Tottenham Hotspur U21s lost at Portsmouth.
Elliot List fired narrowly wide for Gillingham while for the visitors, Poleon set-up Ashley Nathaniel-George who shot off-target.
Nathaniel-George then combined in a promising position with Grego-Cox, but he blasted over the bar.
Reds continued to make the running and Tarryn Allarakhia and Nathaniel-George both had chances before half-time while for Gillingham, David Nasseri pulled a shot wide of the posts.
Gillingham equalised midway through the second half when a cross by Dean Parrett was not cleared and the loose ball was tapped-in by List.
Allarakhia went close to regaining the lead with a shot which flew wide from the edge of the area.
McNerney headed a Josh Doherty cross wide as Reds continued to press for a second goal.
Noel Mbo was also close for the home side with an effort which went over the bar.
Grego-Cox looked certain to regain Reds the lead with a late chance from a few yards out but somehow he missed the target.
Gillingham then took advantage of the missed chance to score their second, netted by Bradley Stevenson from the edge of the area.
Crawley Town: Mersin, Doherty, McNerney, Grego-Cox, Poleon (Sesay 66), Francomb, Nathaniel-George, Vincelot, Bulman, Allarakhia (Randall 79), N’Gala
Unused subs: Morris, Maguire, Galach, Camara
Gillingham: Hadler, Garmston, Lacey, Parrett (capt), List (Stevenson 65), Bingham (Chapman 75), Nasseri (Woods 79), Simpson, Mbo, Rees, Ogilvie
Unused subs: Catherall, Tucker, Divine, Campbell
Referee: Darren Drysdale