Premier League Leicester City squeezed through to the fourth round of the Carabao Cup on penalties at the expense of valiant underdogs Walsall.
The League Two side created the better openings over the 90 minutes but Charlie Lakin and veteran forward Albert Adomah failed to convert the pick of them.
Foxes goalkeeper Danny Ward proved the shootout hero, saving all three Walsall spot-kicks as Steve Cooper's side survived a big scare to progress.
Cooper made 10 changes for the trip across the Midlands, with Jamie Vardy, Stephy Mavididi, Harry Winks and Wilfred Ndidi omitted from the squad.
The new faces, however, failed to gel and only when Abdul Fatawu produced a sustained spell of fleet footwork during the second half did the hosts look troubled.
He created two decent opportunities but fired both wide, and put in the cross from which Facundo Buonanotte's header forced Tommy Simkin's only real save of the evening.
Ward, meanwhile, set the platform for his later heroics with a fine sprawling save to thwart unmarked Walsall midfielder Lakin, 10 yards out, in the first half.
Fatawu's poor pass gifted the Saddlers their other clear-cut opening after the break as Nathan Lowe pounced to feed Adomah, who dragged his shot wastefully wide.
Walsall, unbeaten at home and third in League Two, had won two shootouts already this season but a third proved beyond them as Ward stole the show.
He denied Taylor Allen, David Okagbue and Liam Gordon as Ricardo Pereira, Conor Coady and Oliver Skipp all found the bottom corner to send three-time League Cup winners Leicester through.
There was a poignant moment on the hour mark as both sets of supporters joined in a minute’s applause for Craig Shakespeare - a popular figure at both clubs - who died in August, aged 60.
Shakespeare began his playing career at Walsall and was part of the side that reached the League Cup semi-finals in 1984 before, as a coach, helping Leicester win the Premier League in 2016 under Claudio Ranieri.