Tranmere Rovers missed out on a first ever FA Cup semi-final appearance but not before a terrific fight against Millwall at a packed Prenton Park.
The first division club looked to have the replay in the bag when they took a two-goal lead inside 16 minutes, but the Merseysiders pulled one back four minutes before half time.
They then dominated for much of the second period but the ball rarely fell kindly for them as Millwall defended doggedly.
Darren Ward was superb in the heart of the Lions defence. There were also terrific performances from skipper Kevin Muscat and Paul Ifill before he was replaced by Marvin Elliott in the 77th minute.
Tranmere, after a run of four successive league defeats, were a vastly improved outfit. Iain Hume was a constant menace to the visitors and twice in injury time he saw headers saved by visiting keeper Andy Marshall and also fired over following a Ryan Taylor free-kick.
Millwall took the lead in the 11th minute with Tim Cahill producing the finishing touch after Danny Dichio flicked on an Ifill header.
Neil Harris made it 2-0 in the 16th minute with a superb volley from just inside the corner of the box with Dichio again the provider.
It needed a fine stop by John Achterberg to deny Dichio a third goal in the 21st minute, but Tranmere then gradually came back into the picture.
A Micky Mellon shot was well held by Marshall and then Hume headed wide.
But in the 41st minute, Hume produced a delightful cross after determined work on the right and Gary Jones powered a header into the top right hand corner with Marshall having no chance.
Dichio should have got a third for Millwall three minutes into the second half when set up by Ifill but Achterberg was able to turn the ball aside.
Jones shot wide just short of the hour and then a Sean Connelly effort in the 61st minute was deflected for a corner.
It was becoming more and more uncomfortable for Millwall in the closing half hour. Rovers sent on striker Eugene Dadi and his first effort shaved the outside of a post after shots by Jones and Taylor had been blocked.
It was a real backs-to-the-wall job for Millwall but they survived five minutes of injury time to book a semi-final date with Sunderland at Old Trafford.