Doncaster Rovers slumped out of the FA Cup with a whimper after defeat at League One strugglers Oldham Athletic.
Poor defending proved Rovers' downfall while a lack of incisiveness in the opposition half after a bright opening meant there was little threat from Darren Ferguson's side.
They consistently failed to cut out crosses and afforded the hosts far too much space in the box.
Ryan Flynn took advantage of such generosity to give Oldham the lead in first half stoppage time.
And a break from a mistake in midfield led to Billy McKay doubling the advantage eight minutes into the second half.
Rovers were given a late, late lifeline when Liam Mandeville slotted home from the spot but it was not to be, nor would any comeback have been deserved.
After a bright start with the ball, Rovers' incisiveness evaded them and they were far too sloppy in the opposition half.
Ferguson promised changes for the game as he sought to rest players and he delivered eight.
Craig Alcock made his first appearance of the season following injury, lining up at centre half alongside Joe Wright in a completely changed back line which included Frazer Richardson and Tyler Garratt.
Mathieu Baudry was one of only three players retained from the draw with Wycombe Wanderers and played at the base of a midfield diamond. Harry Middleton, Liam Mandeville and Alfie Beestin all came in, along with keeper Marko Marosi.
Rovers made a strong start to the game and established control of the ball, working space well in the opposition half.
But they struggled to mount a real threat. A smart touch took Mandeville into space and flashed a ball across the face of goal which Matty Blair could not quite reach.
While Rovers had the better of the possession play, the struggling hosts were much the more threatening, mainly on the counterattack.
Oldham should have been ahead on 15 minutes when Ryan McLaughlin found Lee Erwin unmarked eight yards out, only for the forward to scuff his shot wide.
Crosses into the box from the Oldham right flank proved particularly threatening. Richardson was forced to chest wide at the back post with substitute Ryan Flynn lurking to meet one deep ball.
Marosi was forced into a fine save to keep out a drive from Erwin, who also went close with a header from a follow-up.
Oldham did break the deadlock in first half stoppage time. A high ball into the box was knocked down and Flynn exploited space to finish from five yards.
The hosts doubled their advantage eight minutes into the second half.
Baudry lost the ball on half way, allowing Flynn to gallop forward and feed McKay who drilled low into the far corner.
Ferguson made changes, sending on Paul Keegan and Andy Butler to switch to a 3-4-3 system but Rovers struggled to mount any real threat.
Their best opportunity came on the break. Blair galloped forward and fired low from the corner of the box but the effort drifted wide.
Erwin drew an unconvincing save from Marosi with a low drive but Oldham really should have had a third. Flynn shrugged off Richardson and curled a shot just wide of the far post.
Mandeville really should have done better as the game entered six minutes of added time. Substitute Cedric Evina flashed a ball from the left which Conor Ripley palmed to Mandeville who hooked his effort well wide.
Rovers were given a sniff of hope in added time when they were awarded a penalty after Mandeville was dragged down. Mandeville slotted the spot kick home confidently.
Oldham: Ripley, Dummigan, Clarke, Burgess, Dunne, McLaughlin, Green (Fane 29), Banks, Winchester (Flynn 9), McKay, Erwin (Law 77). Subs not used: Kettings, Law, Wilson, Osei, Jahraldo-Martin.
Rovers: Marosi, Richardson, Wright (Butler 63), Alcock, Garratt (Evina 46), Baudry, Blair, Middleton (Keegan 58), Mandeville, Beestin, Marquis. Subs not used: Etheridge, Longbottom.
Referee: David Webb (Lancashire)