Coventry City earned a place in the FA Cup fourth round after a dramatic second half turnaround against Barnsley at Oakwell.
Jim O'Brien delicately chipped the opener over Joe Murphy after 19 minutes in a full blooded first 45 minutes in Yorkshire which saw the Tykes take the lead.
A barnstorming second half from City though saw Franck Moussa level on 77 minutes before Leon Clarke grabbed the winner with two minutes to go.
City boss Steven Pressley rang two changes to his side for the clash, bringing in John Fleck and handing a full debut to new arrival Denzel Slager in place of the injured Conor Thomas and Callum Wilson.
The Sky Blues seemed to bring plenty of energy and enthusiasm into the tie as they looked to test themselves against higher level opposition for the first time in the campaign although the opening 15 minutes only yielded one shot at goal in Tom Kennedy's wild half volley for the hosts from 20 yards which went well wide.
Leon Clarke came close to opening the scoring for City after 17 minutes though when a deep cross from Cyrus Christie found him at the back post to take a touch and then shoot on the turn although Barnsley 'keeper Luke Steele was on hand to save at his near post.
Steele provided the assist for the home side's opener just two minutes later though when he humped a long ball which found O'Brien who took a touch before lifting a finish over Joe Murphy to put Barnsley ahead.
Barnsley nearly made it two on 21 minutes when Tomasz Cwyka stepped over a free kick nearly 30 yards out and drove a shot which forced Murphy into a diving save.
Cwyka then beat Murphy with his next effort after 27 minutes but not the woodwork when he intercepted a pass from John Fleck in City's third and fired from 25 yards only to see his effort smack the face of the far post and roll away from danger.
For all of Barnsley's first half chances though it did little to deter City who started the second half brightly when Slager's 20 yard effort was nearly spilled by Luke Steele after 51 minutes.
Steele was forced into another, albeit more comfortable, save two minutes later when Christie cut in from the right and shot low from the edge of the area.
Joe Murphy needed to be on his toes at the other end though a minute after the hour when Chris O'Grady chested a ball into the path of David Perkins whose effort from 20 yards forced another diving save out of the City 'keeper.
The Sky Blues came a whisker away from an equaliser on 68 minutes when Franck Moussa did well to win a corner for City off Peter Ramage.
Steele then failed to deal with the deep delivery which dropped to Leon Clarke who fired a half volley on the turn only to see his shot clip the crossbar.
Fleck reiterated City's dominance of the second period when he picked up the ball and shot from 20 yards, forcing another save out of Steele with 14 minutes to go.
The travelling 2,600 City fans could sense a goal coming though and they were right when, just a minute later, Franck Moussa got a leveller in fine fashion.
He chased a ball over the top from Baker to beat the offside trap and then take the bouncing ball and finish into the top corner to pull City level.
Rather than sit back on the goal though the Sky Blues continued to drive forward and were camped out in Barnsley's half.
They nearly grabbed a second with five minutes to go when Christie left his man grounded down the right and cut inside before firing from a tight angle. Steele made the low save but could not keep hold of the ball although Christie put his follow up wide of the far post.
The winner that City's second half performance deserved came with two minutes to go though courtesy of Leon Clarke. Again a through ball picked out the striker to race through, shrug off the challenges of M'voto and Ramage and then poke a finish past Luke Steele to send the Sky Blues into the FA Cup fourth round.
Attendance: 7,439 (2,632 Sky Blue Army)
Coventry City: Murphy, Christie, Adams, Webster, Willis, Baker (c), Moussa, Fleck, Daniels, L Clarke, Slager (Barton 56)
Subs: Burge (GK), Phillips, Urquhart, Garner, Haynes, Maund
Barnsley: Steele, Ramage, Kennedy, Cranie (c), M'voto, Dawson, Perkins (Scotland 76), O'Brien, Mellis, Cwyka, O'Grady (Pedersen 66)
Subs: Dibble (GK), Jennings, Nyatanga, McCourt,, Etuhu