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Substitute Ross MacLean struck the extra-time winner to send Motherwell into the Betfred Cup quarter-finals after a 3-2 win at Ross County.
Alex Schalk's 65th-minute equaliser sent the tie into extra-time after Gael Bigirimama had given Motherwell the lead early in the second half.
Chris Cadden put the visitors back ahead fin extra-time before Charles Dunne was dismissed and Craig Curran levelled from the spot.
But MacLean was hero as he latched on to a long ball to hit the winner past Scott Fox.
There was little in the way of goalmouth action in the opening stages but Louis Moult curled an effort over the crossbar in the 33rd minute after a Bigirimana corner fell to him just outside the 18-yard box.
County finally carved out an opening in the 40th minute when Christopher Routis knocked a Ryan Dow cross into the path of Jamie Lindsay but he ballooned his effort well over.
The home side had come to life and when Lindsay got to the bye-line his cut back was met by Schalk, but his shot was turned behind by Well goalkeeper Trevor Carson.
The deadlock was broken in the 50th minute when Cadden went on a surging run down the right and Moult got his head to his cross and when the ball fell to Bigirimana, he drilled the loose ball into the net.
County spurned a great chance to level eight minutes later when a Michael Gardyne ball was knocked down by Andrew Davies but Schalk blasted his effort over the bar from close range.
But Schalk was to make amends when he raced on to a through-ball from Jim O'Brien and fired past Carson.
Well came close to snatching an 80th-minute winner when an Alex Fisher header was cleared off the line by Gardyne.
However, they did go ahead in the second minute of extra-time when Cadden was on hand to steer the ball home after a Dunne header crashed off the crossbar.
County were level in the 103rd minute when Curran scored from the penalty spot after Dunne was dismissed for denying the County marksman a goalscoring opportunity.
But MacLean won it, racing on to a ball from Cedric Kirpe to blast the winner in the 112th minute.
ends
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MOT
