Andy Williams' stunning last-gasp winner gave Bristol Rovers a dramatic win and left Southampton rock bottom.
Former Rovers striker Rickie Lambert's pass set up Adam Lallana for the opener, but Chris Dickson levelled.
After the break, Lambert scored with a header that crashed in off the bar, but Jo Kuffour equalised after Carl Regan's purposeful run.
And deep into injury time, Williams unleashed a stunning left-footed strike from the edge of the area.
Southampton manager Alan Pardew told BBC Radio Solent:
"We were right in the driving seat when we got the second goal.
"I'm disappointed the way we dealt with it (Bristol Rovers bringing on Andy Williams). We tried to lock that side down and unfortunately it back fired on us.
"We had some good chances at 2-1 and against teams like this you have to put them away because they are used to winning and they will not give in."
Bristol Rovers manager Paul Trollope told BBC Radio Bristol:
"The quality Southampton showed and we showed was a fantastic advert for League One.
"It wouldn't have probably looked out of place in the Championship to be honest, it was that good.
"Andy William's impact was very, very good. He caused the full-backs problems.
"Andy gave us fresh impetus and it was fitting that he got the winning goal which was a great strike."
90:00+6:36 The referee blows his whistle to end the game.
Full Time
90:00+5:13 Assist (pass) by Carl Regan (Bristol Rovers) from right channel.
90:00+5:13 GOAL - Andrew Williams:Southampton 2 - 3 Bristol Rovers Fantastic goal by Andrew Williams (Bristol Rovers) curled left-footed (top-left of goal) from right channel (20 yards).Southampton 2-3 Bristol Rovers.
90:00+3:36 Jeff Hughes (Bristol Rovers) caught offside. Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
90:00+2:50 Shot by Marek Saganowski (Southampton) mishit left-footed from right channel (18 yards), comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
90:00+2:42 Attacking throw-in by Lloyd James (Southampton).
90:00+2:00 Substitution Bristol Rovers substitution: Jo Kuffour replaced by Dominic Blizzard (tactical).
90:00+2:00 Goal kick taken long by Kelvin Davis (Southampton).
90:00+1:51 Cross by Danny Coles (Bristol Rovers), resulting in ball out of play.
90:00+1:10 Attacking throw-in by Carl Regan (Bristol Rovers).
90:00+0:33 Defending throw-in by Lloyd James (Southampton).
89:46 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
89:41 Cross by Dan Harding (Southampton), resulting in ball out of play.
89:23 Attacking throw-in by Lloyd James (Southampton).
88:41 Defending throw-in by Dan Harding (Southampton).
88:02 Substitution Southampton substitution: Morgan Schneiderlin replaced by Paul Wotton (tactical).
87:58 Defending throw-in by Dan Harding (Southampton).
87:31 Cross by Lloyd James (Southampton), comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
86:48 Attacking throw-in by Dan Harding (Southampton).
86:37 Defending throw-in by Dan Harding (Southampton).
86:15 Attacking throw-in by Carl Regan (Bristol Rovers).
85:13 Attacking throw-in by Lloyd James (Southampton).
84:43 Attacking throw-in by Adam Lallana (Southampton).
84:27 Defending throw-in by Aaron Lescott (Bristol Rovers).
84:12 Goal kick taken long by Kelvin Davis (Southampton).
83:24 Foul by Neal Trotman (Southampton) on Jo Kuffour (Bristol Rovers). Free kick crossed left-footed by Jeff Hughes (Bristol Rovers) from left wing, clearance by Lloyd James (Southampton).
83:10 Defending throw-in by Lloyd James (Southampton).
82:59 Cross by Andrew Williams (Bristol Rovers), resulting in ball out of play.
82:42 Attacking throw-in by Carl Regan (Bristol Rovers).
81:58 Attacking throw-in by Carl Regan (Bristol Rovers).
81:38 Attacking throw-in by Carl Regan (Bristol Rovers).
81:26 Attacking throw-in by Dan Harding (Southampton).
81:13 Defending throw-in by Dan Harding (Southampton).
79:38 Substitution Southampton substitution: Ndiaye Papa Waigo replaced by Marek Saganowski (tactical).
79:35 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
79:23 Shot by Dean Hammond (Southampton) right-footed from left channel (20 yards), missed right.
78:09 Ndiaye Papa Waigo (Southampton) caught offside. Free kick taken right-footed by Mikkel Andersen (Bristol Rovers) from own half, resulting in open play.
77:24 Attacking throw-in by Dan Harding (Southampton).
77:08 Attacking throw-in by Dan Harding (Southampton).
76:37 Shot by Adam Lallana (Southampton) right-footed from centre of penalty area (12 yards), comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
74:49 Shot by Jo Kuffour (Bristol Rovers) mishit left-footed from left channel (20 yards), comfortable save (caught) by Kelvin Davis (Southampton).
73:49 Substitution Bristol Rovers substitution: Chris Dickson replaced by Darryl Duffy (tactical).
73:46 Goal kick taken long by Kelvin Davis (Southampton).
73:26 Shot by Jeff Hughes (Bristol Rovers) left-footed from left side of penalty area (12 yards), over the bar.
72:35 Attacking throw-in by Stuart Campbell (Bristol Rovers).
72:11 Outswinging corner from right by-line taken right-footed by Stuart Campbell (Bristol Rovers) to centre, clearance by Dean Hammond (Southampton).
71:54 Shot by Andrew Williams (Bristol Rovers) right-footed from right channel (18 yards), blocked by Radhi Jaidi (Southampton).
71:25 Defending throw-in by Lloyd James (Southampton).
71:06 Foul by Richard Lambert (Southampton) on Carl Regan (Bristol Rovers). Free kick taken right-footed by Carl Regan (Bristol Rovers) from right wing, passed.
70:42 Defending throw-in by Dan Harding (Southampton).
69:37 Foul by Radhi Jaidi (Southampton) on Jo Kuffour (Bristol Rovers). Free kick crossed right-footed by Stuart Campbell (Bristol Rovers) from right wing, clearance by Radhi Jaidi (Southampton).
69:00 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
68:20 Corner from right by-line taken short right-footed by Morgan Schneiderlin (Southampton).
67:55 Attacking throw-in by Lloyd James (Southampton).
67:42 Goal kick taken long by Kelvin Davis (Southampton).
67:00 Substitution Southampton substitution: Jacob Mellis replaced by Joseph Mills (tactical).
66:57 Attacking throw-in by Carl Regan (Bristol Rovers).
66:50 Cross by Andrew Williams (Bristol Rovers), clearance by Radhi Jaidi (Southampton).
66:20 Attacking throw-in by Aaron Lescott (Bristol Rovers).
64:37 Assist (cross) by Carl Regan (Bristol Rovers) from right by-line.
64:37 GOAL - Jo Kuffour:Southampton 2 - 2 Bristol Rovers goal by Jo Kuffour (Bristol Rovers) right-footed (bottom-left of goal) from right side of six-yard box (6 yards).Southampton 2-2 Bristol Rovers.
64:34 Cross by Carl Regan (Bristol Rovers),
63:53 Attacking throw-in by Carl Regan (Bristol Rovers).
62:50 Substitution Bristol Rovers substitution: Mark Wright replaced by Andrew Williams (tactical).
62:45 Jeff Hughes (Bristol Rovers) caught offside. Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
60:58 Foul by Jacob Mellis (Southampton) on Chris Lines (Bristol Rovers). Free kick taken right-footed by Stuart Campbell (Bristol Rovers) from right channel, resulting in open play.
59:49 Attacking throw-in by Dan Harding (Southampton).
59:31 Attacking throw-in by Carl Regan (Bristol Rovers).
57:57 Attacking throw-in by Carl Regan (Bristol Rovers).
57:03 Foul by Aaron Lescott (Bristol Rovers) on Morgan Schneiderlin (Southampton). Free kick taken right-footed by Lloyd James (Southampton) from right wing, passed.
56:07 Foul by Ndiaye Papa Waigo (Southampton) on Aaron Lescott (Bristol Rovers). Free kick taken right-footed by Aaron Lescott (Bristol Rovers) from own half, passed.
55:45 Attacking throw-in by Jacob Mellis (Southampton).
55:18 Foul by Ndiaye Papa Waigo (Southampton) on Jeff Hughes (Bristol Rovers). Free kick taken right-footed by Danny Coles (Bristol Rovers) from own half, passed.
53:40 Foul by Richard Lambert (Southampton) on Danny Coles (Bristol Rovers). Free kick taken right-footed by Mikkel Andersen (Bristol Rovers) from own half, resulting in open play.
53:06 Defending throw-in by Aaron Lescott (Bristol Rovers).
52:50 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
52:31 Shot by Jacob Mellis (Southampton) drilled right-footed from left channel (35 yards), missed right.
51:42 Booking Carl Regan (Bristol Rovers) booked for unsporting behaviour.
51:32 Foul by Carl Regan (Bristol Rovers) on Ndiaye Papa Waigo (Southampton). Free kick taken left-footed by Dan Harding (Southampton) from own half, passed.
51:28 Goal kick taken short by Mikkel Andersen (Bristol Rovers).
50:24 Inswinging corner from left by-line taken right-footed by Morgan Schneiderlin (Southampton) to centre, clearance by Byron Anthony (Bristol Rovers).
49:59 Shot by Adam Lallana (Southampton) right-footed from centre of penalty area (12 yards), fantastic save (tipped round post) by Mikkel Andersen (Bristol Rovers).
48:49 Foul by Chris Dickson (Bristol Rovers) on Morgan Schneiderlin (Southampton). Free kick taken right-footed by Radhi Jaidi (Southampton) from own half, passed.
48:06 Jeff Hughes (Bristol Rovers) caught offside. Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
47:03 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
45:56 GOAL - Richard Lambert:Southampton 2 - 1 Bristol Rovers goal by Richard Lambert (Southampton) right-footed (low centre of goal) from left side of six-yard box (6 yards).Southampton 2-1 Bristol Rovers.
45:56 Shot by Ndiaye Papa Waigo (Southampton) right-footed from left side of six-yard box (6 yards),
45:39 Cross by Lloyd James (Southampton), header by Richard Lambert (Southampton) from centre of penalty area (12 yards),
45:01 The referee gets the second half underway.
45:00+3:10 The half-time whistle blows.
Half Time
45:00+1:18 Defending throw-in by Carl Regan (Bristol Rovers).
44:39 Outswinging corner from right by-line taken right-footed by Morgan Schneiderlin (Southampton) to near post, clearance by Danny Coles (Bristol Rovers).
43:31 Foul by Ndiaye Papa Waigo (Southampton) on Mikkel Andersen (Bristol Rovers). Free kick taken right-footed by Mikkel Andersen (Bristol Rovers) from own half, resulting in open play.
41:21 Assist (pass) by Mark Wright (Bristol Rovers) from own half.
41:21 GOAL - Chris Dickson:Southampton 1 - 1 Bristol Rovers Goal by Chris Dickson (Bristol Rovers) right-footed (bottom-left of goal) from right side of penalty area (12 yards).Southampton 1-1 Bristol Rovers.
41:11 Booking Dean Hammond (Southampton) booked for dissent.
39:33 Jeff Hughes (Bristol Rovers) caught offside. Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
37:39 Free kick crossed left-footed by Dan Harding (Southampton) from right channel, comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
37:39 Booking Danny Coles (Bristol Rovers) booked for unsporting behaviour.
37:30 Foul by Danny Coles (Bristol Rovers) on Adam Lallana (Southampton).
36:56 Defending throw-in by Dan Harding (Southampton).
36:33 Attacking throw-in by Aaron Lescott (Bristol Rovers).
34:54 Attacking throw-in by Mark Wright (Bristol Rovers).
33:03 Assist (pass) by Richard Lambert (Southampton) from right channel.
33:03 GOAL - Adam Lallana:Southampton 1 - 0 Bristol Rovers Goal by Adam Lallana (Southampton) left-footed (low centre of goal) from centre of penalty area (18 yards).Southampton 1-0 Bristol Rovers.
31:57 Goal kick taken long by Kelvin Davis (Southampton).
30:18 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
29:55 Cross by Lloyd James (Southampton), fantastic header by Richard Lambert (Southampton) from centre of penalty area (6 yards), over the bar.
28:51 Ndiaye Papa Waigo (Southampton) caught offside. Free kick taken right-footed by Danny Coles (Bristol Rovers) from own half, resulting in open play.
28:35 Defending throw-in by Lloyd James (Southampton).
27:47 Defending throw-in by Aaron Lescott (Bristol Rovers).
26:39 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
25:04 Free kick crossed left-footed by Dan Harding (Southampton) from right channel, resulting in ball out of play.
25:04 Booking Jeff Hughes (Bristol Rovers) booked for dissent.
24:17 Foul by Byron Anthony (Bristol Rovers) on Dean Hammond (Southampton).
23:55 Shot by Chris Lines (Bristol Rovers) right-footed from right channel (25 yards), save (caught) by Kelvin Davis (Southampton).
23:20 Foul by Neal Trotman (Southampton) on Mark Wright (Bristol Rovers). Free kick taken right-footed by Stuart Campbell (Bristol Rovers) from right wing, passed.
22:25 Foul by Aaron Lescott (Bristol Rovers) on Dean Hammond (Southampton). Free kick crossed right-footed by Lloyd James (Southampton) from right wing, clearance by Danny Coles (Bristol Rovers).
21:43 Cross by Lloyd James (Southampton), clearance by Danny Coles (Bristol Rovers).
21:33 Defending throw-in by Dan Harding (Southampton).
21:03 Foul by Dan Harding (Southampton) on Mark Wright (Bristol Rovers). Free kick taken right-footed by Carl Regan (Bristol Rovers) from own half, resulting in open play.
20:29 Defending throw-in by Aaron Lescott (Bristol Rovers).
18:41 Outswinging corner from right by-line taken right-footed by Stuart Campbell (Bristol Rovers) to centre, clearance by Dean Hammond (Southampton).
18:24 Shot by Jeff Hughes (Bristol Rovers) left-footed from left channel (20 yards), brilliant save (tipped round post) by Kelvin Davis (Southampton).
17:55 Shot by Adam Lallana (Southampton) right-footed from right channel (25 yards), comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
17:07 Defending throw-in by Carl Regan (Bristol Rovers).
16:42 Defending throw-in by Dan Harding (Southampton).
16:18 Attacking throw-in by Carl Regan (Bristol Rovers).
14:24 Defending throw-in by Radhi Jaidi (Southampton).
14:02 Attacking throw-in by Lloyd James (Southampton).
13:05 Foul by Radhi Jaidi (Southampton) on Jo Kuffour (Bristol Rovers). Free kick taken right-footed by Danny Coles (Bristol Rovers) from right channel, resulting in open play.
12:01 Goal kick taken long by Mikkel Andersen (Bristol Rovers).
11:23 Defending throw-in by Aaron Lescott (Bristol Rovers).
10:58 Cross by Jeff Hughes (Bristol Rovers), clearance by Radhi Jaidi (Southampton).
10:07 Defending throw-in by Lloyd James (Southampton).
8:16 Foul by Jeff Hughes (Bristol Rovers) on Neal Trotman (Southampton). Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
7:44 Cross by Morgan Schneiderlin (Southampton), save (caught) by Mikkel Andersen (Bristol Rovers).
7:37 Attacking throw-in by Dan Harding (Southampton).
6:50 Defending throw-in by Lloyd James (Southampton).
6:29 Attacking throw-in by Aaron Lescott (Bristol Rovers).
6:11 Defending throw-in by Aaron Lescott (Bristol Rovers).
5:33 Cross by Dean Hammond (Southampton), comfortable save (caught) by Mikkel Andersen (Bristol Rovers).
4:52 Attacking throw-in by Dan Harding (Southampton).
4:11 Inswinging corner from left by-line taken right-footed by Morgan Schneiderlin (Southampton) to near post, clearance by Aaron Lescott (Bristol Rovers).
3:25 Foul by Morgan Schneiderlin (Southampton) on Jo Kuffour (Bristol Rovers). Free kick taken right-footed by Carl Regan (Bristol Rovers) from right wing, resulting in open play.
1:51 Defending throw-in by Lloyd James (Southampton).
0:35 Chris Dickson (Bristol Rovers) caught offside. Free kick taken right-footed by Kelvin Davis (Southampton) from own half, resulting in open play.
0:00 The referee gets the game started.
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