A RECORD crowd of 13,438 at St Mary's saw Saints FC Women concede a late winner against Arsenal in the Continental Cup.
Saints took the lead after 55 minutes when Molly Pike produced a stunning finish over Sabrina D'Angelo.
Arsenal equalised soon after when Frida Maanum fired in and it looked like Southampton were going to earn a draw but they were undone in stoppage time.
Amanda Ilestedt rose highest to head in from a corner to make it 2-1 and give the Gunners the three points in Group D.
Alice Griffiths was the sole change in Marieanne Spacey-Cale's side from the 4-3 win against Crystal Palace as she took the place of Chloe Peplow.
Noelle Maritz and Alessia Russo were the only Arsenal players to keep their place from the 3-0 win against Brighton & Hove Albion.
It was the Women's Super League side who had the first effort on goal after six minutes but Lina Hurtig could only curl her effort wide.
Arsenal were beginning to show their quality and it took some resolute defending by Paige Peake to keep the score at 0-0.
Hurtig was found in behind the Saints backline and her cutback found Russo but her shot was blocked by Peake, who then quickly got up to deny Katherine Kuhl on the edge of the area.
Saints were defending well and were also looking threatening going forward with some quick passing in the final third being particularly positive.
On the brink of half time, the visitors almost broke the deadlock when Maanum turned in the midfield and released Chloe Lacasse but her low driven shot trickled past the post.
Spacey-Cale turned to her bench at the break with Lexi Lloyd-Smith replacing Dean in the only change, while Jonas Eidevall introduced Caitlin Foord and Ilestedt.
The Saints substitute nearly made an immediate impact just six minutes into the second half when the hosts won possession in the final third but Lloyd-Smith's shot was well blocked by Jennifer Beattie.
Southampton then took the lead in sensational style when Molly Pike was found on the right side of the box and her stunning dipping effort beat Sabrina D'Angelo.
The record crowd was on its feet at St Mary's when the ball hit the net before she wheeled away in celebration.
That joy was short-lived lived though as Arsenal hit back almost immediately when Maanum was found in the area before firing high into the roof of the goal.
With just over five minutes remaining, the Gunners broke forward as Maanum fed Maritz but her ball across was brilliantly cut out by Milly Mott.
But Jonas Eidevall's side did manage to break Saints down in added time when the substitute Ilestedt headed in from a corner.
The result means Saints drop down to third in the Group D table.
Saints: Rendell; Mott, Parnell, Peake, Purfield; Kendall, Griffiths (Peplow, 69); Morris, Pike, Wilkinson (Primus, 69); Dean (Lloyd-Smith, 46)
Unused Subs: Howard, Rafferty, Wynne, Pharoah, Thompson, Kraft
Booked: Dean, Parnell
Arsenal: D’Angelo; Maritz, Beattie, Codina (Ilestedt, 46), Catley; Walti (Cooney-Cross, 61), Maanum, Kuhl; Lacasse, Hurtig (Miedema, 61), Russo (Foord, 46)
Unused Subs: Zinsberger, McCabe, Pelova, Mead, Lia
Booked:
Referee: Stacey Pearson
Attendance: 13,438
Goals: Pike 55'
Maanum 59'
Ilestedt 92'
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