A second-half comeback wasn't enough for Southampton Women's who lost 3-2 against Moneyfields in the Hampshire FA Women's Challenge County Cup Quarter-Final.
The visitors took a 2-0 lead into the break with Kim Whitcombe and Katie Shorter with the goals.
Southampton fought back to with goals from Laura Vokes and Jane Yeates where the game could have gone either way but Shorter found the net for the winner for Moneyfields.
Three changes were made to the team for the visit of a physical Moneyfields as Lauren Cheshire and Rose Kite returned to the starting line-up plus Kayleigh Tonks got the nod.
Kite was called into action very early into the game, blocking with her foot to deny a goal in the first minute.
The visitors had been quick out the blocks and tried to take advantage from some early set-pieces but they were well dealt with by Hannah Samuels and Philippa Holden.
Top goalscorer Jane Yeates could have had the opener in the 11th minute when Kayleigh Tonks put her through however, the attacker could only drag the shot wide.
Cheshire was booked for a strong tackle just inside the Southampton half awarding Moneyfields a free-kick which was headed out for a corner by Gracie White.
Whitcombe the taker went directly for goal and the ball sailed over everyone into the goal for the opener.
Vokes could have equalised with half-hour played but failed to get enough on a good low ball from Yeates.
Sally-Anne Thompson reacted well to deny E-J May a lovely goal as her shot took a deflection.
Another chance went begging for Southampton when Vokes smashed the underside of the crossbar and the ball rebound away from goal.
Whitcombe almost got a second before the break, the energetic Vokes tracking back to block for a corner.
Two minutes into injury-time and that corner saw Moneyfields take a two goal cushion into the break as Shorter headed in at the back post.
A big second-half was needed from the hosts and they started well with Yeates shooting narrowly wide.
In the 50th minute, Moneyfields handled the ball just outside the area, up step Vokes who had gone so close in the first-half.
The winger floated the ball over the wall, past the keeper and nestled it into the top corner, it was game on.
Skipper Cheshire drove with great purpose out from defence moving diagonally across the pitch, with a one-two on the way, to cross for Yeates who went just too early and was denied by the assistant's flag.
Yeates was a cause for danger to Moneyfields and forced another great save from Thompson who kept the score to 2-1 with her toes.
The pressure finally paid off with 63 minutes played and Yeates bagged her 10th goal of the season.
May had the perfect control on the turn fed Yeates through who took a touch round the defender and dinked the ball over Thompson.
Things were finely poised heading into the latter stages and Kite was called into action with a great save that denied Whitcombe from 35-yards out, parring the ball over the crossbar.
Jubilation was short-lived though as Southampton failed to clear their lines from the corner and Moneyfields scrambled the ball into the net, Shorter getting the final touch to regain the lead.
Minutes later and Charlie Taylor thought she had her first goal only to have the celebration cut short with the far side assistant referee flagging for an alleged offside.
The effort was there in the dying moments for Southampton but Moneyfields dug deep to maintain their one goal advantage.
Yeates twice could have equalised; one shot went wide before blasting a second effort into the trees behind the goal.
Every Southampton ball into the final third kept finding a Yellow shirt of a Moneyfields player and it paid dividends in the end as the final whistle blew.
A third loss of the campaign for Aaron Smith's side who had been looking for a fourth Hampshire Cup final in five seasons.
Full-time: Southampton 2 Moneyfields 3
Next up it's a break from cup action and back to the National League where Larkhall Athletic await.
They will be the fourth visiting team to Romsey Town in as many weeks and currently occupy sixth place in the league.
Come along to the Bypass Ground for the 2:00pm kick-off in the FA Women's National League Division One South West.
The gates are open from 1:00pm and fans can pay on the gate; entry is £4 for adults, £2 for concessions and all accompanied under-16s get in for free.