Two late goals saw Sheffield United come from behind at Yorkshire rivals Huddersfield to secure their place in the third round of the Carling Cup.
Nathan Clarke headed wide before the hosts went in front, Mike Flynn's 25-yard drive taking a deflection and flying past goalkeeper Ian Bennett.
Luke Beckett missed two chances to extend Huddersfield's advantage.
And the Blades levelled when Darius Henderson fired in right-footed, before Kyle Naughton's deflected drive won it.
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Sheffield United boss Kevin Blackwell told BBC Radio Sheffield:
"Huddersfield deserved to win the game, I make no bones about that.
"Huddersfield get all the plaudits but United get the result and that's all that matters."
Huddersfield: Glennon, Holdsworth, Lucketti, Nathan Clarke, Williams (Kamara 88), Roberts, Flynn, Worthington (Jevons 85), Cadamarteri, Beckett (Goodwin 77), Parker. Subs Not Used: Skarz, Collins, Unsworth, Smithies.
Goals: Flynn 34.
Sheff Utd: Bennett, Geary (Sharp 80), Morgan, Kilgallon, Jihai, Carney (Naughton 69), Tonge, Spring, Cotterill, Henderson, Stead (Webber 46). Subs Not Used: Kenny, Montgomery, Robertson, Ehiogu.
Booked: Henderson, Jihai.
Goals: Henderson 82, Naughton 83.
Att: 15,189
Ref: Nigel Miller (Durham).
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