Rotherham United's Carling Cup run came to an end after they were edged out in a seven goal thriller by West Bromwich Albion.
Despite goals from Micky Cummins and a brace by Tom Pope the Millers succumbed late on in the second half of extra time when Simon Cox shot low into the corner to break Rotherham hearts.
Rotherham more than matched their more illustrious opponents throughout the 120 minutes and had the first shot on target in the fifth minute. After persistent play by Pope the ball found its way to Nicky Law who hit a snap-shot from 22 yards that was easily gathered by Dean Kiely.
Ex-Miller Reuben Reid threatened to run clear on eight minutes but he was muscled off the ball by Jamie Green allowing the Millers to clear.
On 10 minutes Albion took the lead against the run of play. A cross from the left by Craig Beattie sought Roman Bednar, who appeared to be offside, but he didn't touch the ball and it crept into the far corner of Andy Warrington's net.
The home side now had the momentum and threatened again on 23 minutes when Reid crossed to find Graham Dorrens but his shot was brilliantly blocked by Dale Tonge.
Just when it looked like West Brom had took the game by the scruff of the neck Rotherham then stunned the home support and scored a terrific equaliser. Green provided a pinpoint cross from the left which was firmly planted into the back of the net by Cummins, eight yards out for his second of the campaign.
This spurred the Championship side into life and almost immediately Warrington was called into action palming away a low Beattie shot at his near post.
West Bromwich Albion 1 v 1 Rotherham United
The home side started the second half quietly but re-took the lead after a counter attack on 51 minutes.The ball was worked to Dorrens on the edge of the box, who turned inside and curled a neat finish into the top corner.
Once again the Millers fought back and were back on level terms almost immediately.A corner was swung in from the right, allowing Pope to rise highest and fire a bullet header past Kiely for his first goal in a Millers shirt.
Albion came forward again on the hour mark and summer signing Cox missed a glorious opportunity to score.Played through behind the Millers defence, Cox tried to lift the ball over Warrington, but the goalkeeper got a vital hand to the ball and allowed Tonge to make a crucial intervention.
The Millers continued to match the Championship side and had another attempt on goal in the 77th minute. After some good build-up play in midfield, Danny Harrison pulled the trigger from distance, but his shot was comfortably saved by Kiely.
West Bromwich Albion 2 v 2 Rotherham United
Dorrans came close to putting Albion ahead for a third time when he side-stepped Kevin Ellison only to see his deflected shot palmed behind by Warrington.
In the 99th minute the Millers took the lead for the first time. Ryan Taylor won a header in the box, only for the loose ball to fall to Leon Barnett. His partial clearance only found Pope who lashed in a wonderful left footed volley into the bottom corner past a motionless Kiely.
The lead lasted just three minutes. Albion's Shaun Cummings took on Green and his cross missed everyone apart from Beattie who was lurking on the edge of the box. The Scotsman took one touch then smashed the ball past Warrington from 20 yards out.
The second period of extra time began slowly but Rotherham created a decent opportunity on 114 minutes.After good play down the right by Law and Tonge, Ryan Taylor laid the ball off the Cummins who fired narrowly over from 20 yards.
With just three minutes of extra time remaining and penalties looming, Rotherham hearts were broken when Albion took the lead for the third time.After a brilliant run into the area by Chris Wood, the Millers defence failed to clear.When the ball fell to Cox, he seized his opportunity and slid the ball into the corner of the net.
Refusing to go down without a fight, Pope won a free kick 25 yards out in the last minute of extra time.Law took it right footed and forced a smart save from Kiely, but the rebound was scrambled away and Albion progressed to Round Three.
West Brom: Kiely; Cech (Mattock 64), Barnett, Meite, Cummings, Reid (Mulumbu 79), Dorrans, Valero, Cox, Bednar (Wood 64), Beattie.
Subs not used: Carson, Olsson, Moore, Martis.
Rotherham: Warrington; Tonge, Joseph, Fenton (R.Taylor 94), Green, Liddell (Ellison 76), Cummins, Harrison, Mills (Nicholas 119), Law, Pope.
Subs not used: Annerson, J.Taylor, Brogan, Lynch.
Att: 10, 659