Livingston suffered a narrow defeat to Premiership side Motherwell as they exited the Scottish League Cup on Wednesday night.
Livi contained Motherwell in the first 15 minutes, but that good work was undone when a Lionel Ainsworth corner was headed in by Robert McHugh to hand 'Well the lead.
Chances were rare in a close first half, but the best of the bunch for Livi fell to Marc McNulty who fired over from 20 yards.
At the other end, Darren Jamieson pulled off a great finger-tips save to deny Ainsworth.
Livi went in a goal behind at the break, and it wasn't until Jason Talbot was red carded for a two-footed challenge on Steven Hammell that Motherwell took control.
Taking advantage of the extra space at the back, Ainsworth crossed to James McFadden who back-heeled the ball home.
Lions sub Danny Denholm chested in from a Martin Scott corner to pull a goal back, but it only served as a consolation.
1 Jamieson, 3 Talbot, 4 Mensing, 5 Fordyce, 19 Donaldson, 6 Scott, 7 Jacobs (McDonald 70), 8 O'Brien, 10 Scougall (Denholm 77), 9 McNulty, 22 Barrowman
Subs not used: 17 Walker, 18 Wilkie
12 Nielsen, 3 Hammell (Moore 81), 4 Ramsden, 5 Hutchinson, 6 McManus, 8 Lawson, 17 Francis-Angol, 18 Carswell, 25 Ainsworth, 7 McFadden, 16 McHugh (Cummins 70)
Subs not used: 1 Hollis, 11 Vigurs, 9 Sutton
Referee: Brian Colvin