MK Dons bowed out of the Emirates FA Cup with their heads held high, after a penalty shoot-out defeat to Premier League Burnley at Turf Moor.
Russell Martin's men looked all set to pull off an almighty cup upset thanks to Cameron Jerome's 30th-minute header but Matej Vydra slid home a late equaliser for Burnley with seconds remaining in regulation time.
Nothing could seperate the two sides in stoppage time which meant penalties were needed, and despite taking the lead, the Dons weren't able to find a way through - Phil Bardsley converting the decisive spot-kick to win the shoot-out 4-3.
Boss Martin made three changes from the side that beat Swindon Town last week as Lee Nicholls, George Williams and Stephen Walker all came into the side.
Regan Poole, Richard Keogh, Dean Lewington and Daniel Harvie completed the defence alongside Williams - with Lasse Sorensen, Ben Gladwin and Scott Fraser in midfield.
That left the duo of Cameron Jerome and Stephen Walker to lead the line.
Burnley, meanwhile, had a number of experienced players from the off with the likes of Robbie Brady, Chris Wood and Ashley Barnes all starting for Sean Dyche's side.
The first chance fell to the Premier League side with Chris Mood meeting Johann Berg Gudmundsson's cross; Lee Nicholls saved his powerful header.
The Dons keeper was called into action again with 10-minutes gone. Barnes won possession for the home side on the half-way line and was left one-on-one with Nicholls. He stood tall and forced the Burnley man to try round him, Nicholls somehow managed to get a fingertip on the ball and turn behind for a corner.
Gudmundsson continued to look a threat down the right, his goal-bound effort was blocked by Dean Lewington.
Nicholls then produced his best save of the game as he produced a stunning save to his left to keep out Barnes' volley.
The Dons first chance of the game came on the 20th-minute as Martin's side won possession in their half before countering with aggression and intent. Fraser shaped to shoot before picking out the run of Jerome - his shot was blocked by Pieters.
Jack Cork was the next Burnley player to try his luck, his driven effort was routinely saved. Moments later, Keogh threw his body on the line to block Chris Wood's effort.
After soaking up Burnley's pressure the Dons were rewarded with the opening goal of the game. After Harvie drove MK Dons forward, the Scot found the run of Walker who sells his man before crossing towards Fraser. His cross was met by the run of Fraser who flicked into the path of Jerome, his diving header found the bottom corner to give Russell Martin's side the lead. 0-1.
Almost immediately, Burnley looked to have levelled the scoring, but somehow Tarkowski found the post from just a yard out. The England international lost his marker before two of his efforts rebounded off the woodwork.
A frantic couple of minutes ended with Stephen Walker trying his luck from range. His effort took a deflection before looping behind for a corner.
VAR then had it's time to shine after Jonathan Moss dismissed Richard Keogh for denying a goalscoring opportunity. Having seen the decision back, Moss overturned his decision in the last act of the first half.
The Don had the chance to double their lead just five minutes after the restart as Lasse Sorensen picked out the run of Walker. The Middlesbrough loanee had his strike saved by Will Norris.
Burnley were then presented with a fantastic chance to level as Robbie Brady was found after a quickly taken free-kick. He was unable to keep his effort down with his volley ending over the bar.
The home side continued to push for an equaliser and could've done so if Brady found either side of Nicholls, he stood tall and pushed away the Irishman's effort.
Brady was proving to be a real dangerman for the home side, he weaved his way through midfield before firing a driven effort towards goal. Nicholls watched the strike all the way and held on despite the power behind it.
Although the offside flag was raised after the save Nicholls denied Barnes tipping his strike onto the post.
With the final minute of extra-time approaching its finale, Burnley had one last chance to put the ball into the box after John Moss decided to hand the home side a free-kick. Brady's ball fell to the feet of Vydra who caused heartbreak as he slotted past to equalise with the last kick of the 90. 1-1.
In extra-time, Gladwin almost put Dons ahead with another Goal of the Season contender, Burnley had cleared a corner but only as far as the Dons midfielder. He took two touches before his strike hit the post from 30-yards.
Almost immediately Vydra could've put his side ahead, but was denied twice by Nicholls as the tie headed to penalties.
Poole SCORED 0-1
Vydra MISSED 0-1
Mason SCORED 0-2
Lowton SCORED 1-2
Sorensen MISSED 1-2
Stephens SCORED 2-2
Gladwin MISSED 2-2
Benson SCORED 3-2
Fraser SCORED 3-3
Bardsley SCORED 4-3
MK Dons: Nicholls, Williams (Laird 63), Lewington, Keogh, Poole, Gladwin, Fraser, Walker (Mason 62), Sorensen, Harvie (Sorinola 68), Jerome (Johnson 81).
Subs: Fisher, Davies, Jallow, Bailey, Smith.
Goals: Jerome (30).