Hartlepool scored three brilliant goals to dump League One side Rotherham out of the Johnstone's Paint Trophy. Rotherham's Martin Woods hit the post before Lee Bullock's low shot put Pools ahead, though Delroy Facey headed in Woods' left-wing free-kick to level.
David Foley struck a fine 20-yarder to make it 2-1 before Woods was dismissed - a straight red card for an elbow.
Richie Humphreys drilled in from 20 yards to wrap it up before Ian Sharps was sent off for handball at the end.
Hartlepool: Provett, Philip Turnbull, Nelson, Clark, Brackstone, Foley, Bullock, Strachan, Robson (Humphreys 60), Daly (Porter 69), Brown (Maidens 75).
Subs Not Used: Liddle, Stephen Turnbull.
Booked: Bullock, Philip Turnbull.
Goals: Bullock 12, Foley 43, Humphreys 67.
Rotherham: Cutler, Worrell, Mills (Murdock 68), Sharps, Hurst, Wiseman, Williamson, Woods, Partridge (Brogan 51), Facey, Taylor (Newsham 79).
Subs Not Used: Montgomery, King.
Sent Off: Woods (47), Sharps (90).
Booked: Newsham, Murdock.
Goals: Facey 28.
Att: 1,832
Ref: E Ilderton (Tyne & Wear).