OXFORD United endured a costly evening as they crashed out of the Johnstone's Paint Trophy at Cheltenham Town.
On top of the result, Jon Meades picked up a three-game suspension for a straight red card in the second half, while Danny Rose appeared to sustain an injury.
It all came at the end of an evening which had begun well for the visitors, who controlled the opening 20 minutes.
But after failing to take advantage, Cheltenham hit back and at the end of a tight first half John Marquis headed them in front.
United's hopes of getting back into the game effectively ended when Meades was dismissed 22 minutes from time.
Koby Arthur rubber-stamped Cheltenham's progress into round two by heading in to make it 2-0.
As promised, U's boss Michael Appleton shuffled his pack from Saturday's 3-3 draw with Dagenham & Redbridge in Sky Bet League Two.
Michael Raynes, Meades and Will Hoskins, all in need of match fitness, came in along with Junior Brown, available again after suspension.
Johnny Mullins and Michael Collins were rested altogether, Carlton Morris dropped to the bench, while Alex Jakubiak was away on international duty with Scotland under 19s.
Hoskins, making his first start, was quickly into the action as the visitors made a bright start.
Inside four minutes he latched on to a clever pass from Danny Hylton in the area, but the striker could not get the ball out of his feet and Jack Deaman recovered to tackle.
Brown blazed a shot just over, while Hylton headed a Tom Newey cross over, all in the opening six minutes.
Aside from a mis-directed cross from Craig Braham-Barrett which hit the top of George Long's crossbar, it was all United for the first 20 minutes.
The closest they came was just before the quarter-hour mark.
Alfie Potter won a free-kick five yards outside of the Cheltenham box, prompting referee Brendan Malone to use the vanishing spray for the first time.
The ironic cheers from both sets of supporters had only just died down when Joe Riley stepped up and came close to finding the top corner.
It appeared the shot hit the post and went wide, but much to Cheltenham's dismay the referee awarded a corner.
Brown fired another shot just off target, before the home side gradually fought back.
Marquis had an excellent chance in the 20th minute, but from a left wing cross he only made contact with his shoulder, sending the ball wide.
It began a better spell for Cheltenham, who grew stronger as the half wore on.
A Jason Taylor effort which flew over was the sum total of their goal threat until the breakthrough came in stoppage time.
Cheltenham forced two corners in succession and from the second Marquis met an excellent delivery from Joe Hanks, guiding a powerful header into the net from eight yards.
United had plenty of the ball again once the second half got under way.
But clear chances were at a premium and too often they struggled to get decent support up to Hylton and Hoskins.
Their best moment early in the half came from an excellent turn and through ball from Brown.
It played in Riley, who got in behind the Cheltenham defence, but could not pick out a yellow shirt with his low cross.
The game began to drift as the home side looked happy to allow United to have the ball in and around the centre circle.
It badly needed livening up, but unfortunately when a flashpoint arrived midway through the half, it left the visitors with ten men.
Meades charged in for a loose ball, but Jason Taylor got there first. The Welshman did not go in maliciously, but his momentum turned it into an ugly challenge.
The referee had little hesitation in producing a red card, while Taylor was booked for his angry reaction.
Cheltenham quickly looked to kill the game off.
Wright was called upon to head a lob from Omari Sterling-James over after Long punched a free-kick straight to the midfielder.
It was only a brief reprieve, as the lead was doubled 12 minutes from time.
Wright got in a tangle in the area, allowing substitute Terry Gornell to win the ball and cross for Arthur to head in.
United's night got even worse before the end, as Rose hobbled off with a problem less than half an hour after coming off the bench.
Cheltenham Tn (3-5-2): Carson, Brown, M Taylor (Black ht), Deaman, Haworth, Sterling-James, J Taylor (Richards 80) Hanks, Braham-Barrett, Marquis (Gornell 74), Arthur.
Unused subs: Bowen, Harrison.
Booked: J Taylor.
Oxford Utd (4-2-3-1): G Long, Riley, Raynes, Wright, Newey, Meades, Ruffels, Potter, Hylton, Brown, Hoskins.
Subs used: Rose (Ruffels 63), Morris (Hoskins 76), O'Dowda (Rose 86).
Unused subs: Crocombe, Hunt.
Booked: Ruffels, Hylton, Red card: Meades.
Referee: Brendan Malone (Wiltshire).
Attendance: 1,424 (261 visitors).