Frank Lampard knocked old boss Jose Mourinho out of the EFL Cup as Derby County beat Manchester United on penalties, while Burton Albion triumphed against Burnley.
Marouane Fellaini's late equaliser took Tuesday's tie to a shootout following a 2-2 draw at Old Trafford, with Scott Carson saving Phil Jones' poor penalty to complete a dramatic 8-7 success for the Championship side.
Harry Wilson and Jack Marriott had earlier struck for the Rams as Lampard enjoyed a memorable reunion with Mourinho, his manager at Chelsea.
United's rivals Manchester City made short work of League One side Oxford United as the holders progressed to the fourth round thanks to a 3-0 win.
Phil Foden helped to create goals for Gabriel Jesus and Riyad Mahrez before scoring his first goal for the club to wrap up a star performance.
Along with United's exit, the other big shock of the day came at Burton, where Burnley's awful cup competitions record under Sean Dyche continued with a 2-1 loss.
Kevin Long's header gave the Premier League team the lead, but League One Burton hit back through Liam Boyce, who then set up Jamie Allen for a late winner.
Penalties were needed in the all-Premier League tie at Molineux, with Danny Ward saving three spot-kicks after a goalless draw to book Leicester City a fourth-round berth at the expense of Wolves.
Callum Wilson scored a 94th-minute winner to secure a 3-2 home victory for Bournemouth against Blackburn Rovers, while Andros Townsend struck twice as Crystal Palace won 3-0 at West Brom.
Jordan Rhodes' hat-trick booked Norwich City's progression with a 4-3 thriller at Wycombe Wanderers, with 15-year-old Harvey Elliott making his Fulham debut in their 3-1 win at Millwall.
Middlesbrough scored all four of their penalties to edge through in a shootout after drawing 2-2 with Preston North End, while Blackpool are in the last 16 after a 2-0 home win against 10-man QPR.
