Coventry Sphinx came from two goals down but went out of the FA Youth Cup at the hands of FA Academy League Group B side MK Dons.
On a cold night at Sphinx Drive and in a crowd which contained members of Coventry City's Academy plus Dons Chairman Pete Winkelman, Sphinx were nearly ahead in the 12th minute when Declan Doherty's audacious lob from 40 yards hit the crossbar.
Two minutes later, the ball was in the net and it was the visitors who scored thanks to Justin Dowling dancing his way through before beating Dave Allen with a low drive into the bottom corner.
The best player on the pitch was Daniel Powell and a superb run by the Dons number ten saw him skip past three defenders before thumping home an unstoppable 21st minute shot.
Sphinx may have been two goals down but they never gave up. Andy Wilson King defended well alongside Liam Jordan, whilst Andy Moran battled well in midfield, trying to play in Dave Freeman and Danny Loney.
With Mick Love's side, many of whom had played against Coventry City U18's a few weeks ago, prevented from attacking, Sphinx were awarded a 75th minute penalty for a foul on the left side of the area. Declan Doherty was given the responsibility and fired home to delight the support.
Within a minute, there was plenty more to cheer about when a free kick some twenty yards out was delivered into the mixer for Dave Freeman to score and level the match.
Thoughts turned to extra time and penalties but with nine minutes left, the visitors attacked. David King had a shot blocked and the ball fell for subsititute Michael O'Hanlon to curl high into the net from the edge of the area.
The Dons had two more good chances before the close with Allen brilliantly denying O'Hanlon and in the 86th minute, Liam Jordan headed a Powell shot off the line.
HT CSFC 0-2 MKD FT CSFC 2-3 MKD ATT 196
Goals Justin Dowling (14), Daniel Powell (21), Declan Doherty (75 pen), Dave Freeman (76), Michael O'Hanlon (81)
Referee A.Beeney
Covsupport News Service MOM - Andy Wilson King (Sphinx), Daniel Powell (MK Dons)
Sphinx
Allen, Cooper (Wong 86), Jordan, Doherty, A.Wilson King, Callum (Whittingham 60),C.Wilson King, Moran, Freeman, Loney, McHugh (Green 68)
MK Dons
Fox, Williams, Chicksen, M.Powell, King, Flanegan, Carter (O'Hanlon 68), Dowling, Delderfield, D. Powell, Farden