Burnley's Andre Amougou's stunning acrobatic goal one minute from time saw MK Dons knocked out of the Carling Cup at the Third Round stage.
The Clarets came from behind to end the Dons' League Cup campaign at Turf Moor in a game where Karl Robinson's men more than matched their Championship hosts. The Dons took the lead through Daniel Powell's sixth minute strike, but goals in the second half from Keiran Tripper and Amougou were enough to send the Clarets through to the next round.
Despite the result the Dons had a number of positives to take from the defeat as a young side left an impression with their confident football and superb individual performances from the likes of Adam Chicksen and Tom Flanagan.
Dons had limited options available ahead of the game due to injuries, suspension and Cup-tied players so Karl Robinson made four changes to the side that drew with Huddersfield three days earlier.
Flanagan and Adam slotted into the defence while George Baldock replaced Stephen Gleeson in midfield and Jabo Ibehre returned from suspension to offer support behind lone-striker Daniel Powell.
Four players to have graduated through the Academy started the game with four more on the bench.
The pressure was on Burnley from the offset with the hosts stuttering in the League boss Eddie Howe would have been looking for a dominant performance from his team. While his side started with a lively tempo it was the Dons, in only their second attack of the game, who opened the scoring in fine fashion.
The Dons' ability to play great football no matter the opposition was evident when Darren Potter manoeuvred in a tight area in midfield to spray the ball back to Shaun Williams in defence. The Irishman, who has filled in at a number of positions this season, played a wonderful release Dean Bowditch before Luke Chadwick came into the action on the far flank.
Burnley's structure fell apart as Chadwick's cross was flicked on by Ibehre for Daniel Powell to provide a tidy finish past Lee Grant.
The visitors' dominance forced Burnley to chase shadows early on and their lack of pressing quickly frustrated the Turf Moor faithful. Daniel Powell could have netted a second when a cross from Chadwick was missed by Ibehre but bounced up nicely for the front man but he scooped his effort wide.
At the opposite end Burnley found some rhythm as they spent time in the Dons' half, a cross in from Kieran Tripper saw Dean Marney head wide before a deflected shot from Ross Wallace caused a moment of panic for the Dons but David Martin was comfortable in his collection.
A mistake from Dean Lewington almost allowed the hosts an avenue to get back into the game with Marney picking up the ball in acres of space to drive a cross in for Jay Rodriguez who was inches away.
The game began to open up with chances coming at both ends in a lively contest. Dean Bowditch came within inches of doubling the Dons' lead when he opted to try his luck from the left touchline only for his superb curling effort to fall just off-target.
Burnley edged ever closer to finding the equaliser they had been hunting for when Rodriguez sent a shot the wrong side of the post and then headed Wallace's free-kick into Martin's arms.
On the stroke of half-time a good reaction save from Grant kept the deficit to one goal when Bowditch's corner was nodded on at the far post by Flanagan and when the ball was headed down by a Clarets defender Powell fired at the Burnley 'keeper.
The Clarets came out in the second half fighting and a blistering start could have forced the leveller when another Wallace corner found Rodriguez, a constant thorn in Dons' side, but Chadwick was alert in his defensive duties as he headed clear on the line.
Although the home side were pressing for a goal the Dons refused to sit back and defend, so much so defender Flanagan pushed up field to link up with Ibehre as the striker fired at Grant which was parried away before Powell's rebound was well blocked by Easton.
It was end to end at Turf Moor with the Dons forced into some strong defending when Flanagan closed down a fierce Marney shot and Keith Treacy's low drive called on a low save from Martin.
However, the Dons' defence finally cracked in the 59th minute when a free-kick from 25-yards from the boot of Trippier screamed past a five-man wall into the top corner with Martin having little chance of stopping it.
The goal gave the Clarets a second wind as the Dons were had their backs to the wall with Burnley piling forward at every chance. Flanagan's no nonsense defending was a huge positive for the Dons as he was able to get the slightest nod on to Treacy's cross which was intended for Charlie Austin, to turn the ball away for a corner which resulted in another goalline clearance, this time from Chicksen.
Anthony McNamee, brought on in the place of Potter, was bright in his cameo appearance with a cut inside from the right and his deflected shot from distance left Grant scrambling to tip away at the far post.
Another chance came late on when Baldock reached the byline to whip in a cross, but it had too much pace for Bowditch who launched himself into the back of the net in unsuccessful attempt to bundle in a winner.
The heartbreaking winner for Burnley came in the 89th minute when Amougou was found in space in the box by Wallace's cross and the centre-back produced a superb athletic scissor-kick to send Burnley through to the Fourth Round.
Burnley (4-4-2): Grant; Tripper, Edgar, Amougou, Easton; Wallace, Marney (c) (McCann 60), Bentley, Treacy; Hines (Austin 60), Rodriguez.
Subs: Stewart, MacDonald, Knowles, McCartan, Hewitt.
Goals: Trippier 59, Amougou 89
MK Dons (4-3-2-1): Martin; Chicksen, Flanagan, Williams, Lewington (c); Baldock, Potter (McNamee 60); Chadwick, Ibehre, Bowditch (Collins 87); D Powell.
Subs: McLoughlin, Milton, Gyasi, S Powell, Kouo-Doumbe
Goal: D Powell 6
Referee: Scott Mathieson