Blackpool are through to the semi-finals of the Joma South West Challenge cup after beating Kilmarnock 5-4 on penalties.
The Tangerines led twice but the SPL side battled their way to a draw.
Pool could have had another early goal when Stephen Crainey crossed after three minutes. Gary Taylor-Fletcher was the man waiting in the box but he couldn't direct his header into the path of Jason Euell and the 'keeper collected.
The Seasiders continued to dominate proceedings, Charlie Adam in particular frustrating the Kilmarnock defence with some cutting passes.
The first goal of the game fell to Euell. Francis Jeffers showed great strength to hold off the Kilmarnock defenders and fed through his fellow striker with a great through ball.
Euell calmly finished to send the Tangerines on their way (24).
BLACKPOOL 1-0 KILMARNOCK
There was a downside though. Trialist Malaury Martin limped off after an earlier knock, being replaced my Ishmel Demontagnac.
The Seasiders continued to dominate play despite creating few chances.
Kilmarnock's first real chance came in the 35th minute. Craig Bryson broke with the ball and instead of passing to Danny Invincible who was free to his right, he hit a weary shot which was blocked by Ian Evatt.
With five minutes of the half remaining, Pool could have doubled their lead. Demontagnac picked the ball up 30 yards from goal but his shot was stopped by Cameron Bell.
HALF-TIME SCORE: BLACKPOOL 1-0 KILMARNOCK
Ollie once again opted for a few changes at half-time. Stephen Husband, Keith Southern, Brett Ormerod, Rob Edwards and Danny Coid replaced Charlie Adam, Francis Jeffers, Alex Baptiste, Neal Eardley and Gary Taylor-Fletcher.
Kilmarnock started brightly and grabbed their equaliser when Ormerod gave away a penalty when he brought down a Kilmarnock trialist.
Jamie Hammil cooly slotted home from the spot for the Scotsmen (53).
BLACKPOOL 1-1 KILMARNOCK
The Tangerines battled back but struggled to find the control they had in the first half. David Vaughan tested the Kilmarnock defence with a couple of teasing free-kicks into the area but they managed to hold strong.
That was until youngster Lewis Almond, a second half substitute for Jason Euell, managed to shrug off his defender in the box and slot home from ten yards out (71). Demontagnac provided a smart ball for the assist.
BLACKPOOL 2-1 KILMARNOCK
But the drama wasn't over. Kilmarnock were determined not to go down fighting and their resilience paid off when Evatt slipped and the Scotsmen created a three on two situation.
And after getting the ball under control, Craig Bryson slotted home.
BLACKPOOL 2-2 KILMARNOCK
Drama unfolded in the last minute when Ormerod's curling effort came off the post and was greeted by the final whistle.
FINAL SCORE: BLACKPOOL 2-2 KILMARNOCK
And so to penalties it went.
Rob Edwards, Keith Southern, Ian Evatt, Brett Ormerod and 'keeper Matt Gilks all scored from the spot and Gilks' stop earlier in the shoot out means the Seasiders go through to Saturday's semi-final.
