Doncaster Belles edged an entertaining clash against Manchester City as goals from Vicky Exley and Gemma Ward earned the Premier League side a 2-1 victory in the FA Women's Premier League Cup.
The Belles were caught unawares by a determined City side who belied their status of ninth in the Northern Division and produced a creditable performance.
A last-minute wonder strike from Becky Stokes could not prevent Doncaster booking their place in the next round.
Fulham marched into the third round of the cup with a 12-0 demolition of Liverpool.
Gaute Haugenes' side were in scintillating form and swept aside the Northern Division outfit as four first-half goals in 12 minutes from ex-Southampton player Rachel McArthur helped the home side on their way to an easy win.
Charlton Athletic Ladies also cruised to victory as two goals each from Carmaine Walker and Amanda Barr helped them to a 10-1 win.
Brighton Ladies also found the going tough in the all-Premiership clash against Birmingham as City turned on the style to run out 4-1 winners.
Marcus Bignot's side proved too strong for the Seagulls as strikes from Jodie McGuckin, Sally Lacey and Joe Potter (2) condemned Brighton to a second-round exit.
Natalie Courtney's set-pieces were the deciding factor as Aston Villa Ladies came from 2-0 down down to register a superb 3-2 win against Sunderland.
Goals from Karen Scorer and Jen O'Neill in the first half-hour of the game gave the home side the perfect start.
However, the second half was a completely different story.
Courtney used the gale-force winds to full effect and her dangerous corners allowed Hannah Smith to grab a second-half double, before Courtney grabbed the winner direct from a corner with six minutes left on the clock.
A brace from Bristol Rovers striker Trudy Williams was enough to knock Oldham Curzon out.
Williams struck in the eighth and 16th minutes to secure a 2-0 win for the Southern Division table-toppers who knocked Southampton out of the League Cup last month.
Saints were without a game at the weekend.
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