Match ends, Burton Albion 2, Burnley 1.
League One Burton came from behind to knock Premier League Burnley out of the Carabao Cup and reach the fourth round for the first time.
Midfielder Jamie Allen scored the dramatic winner in the 83rd minute by finishing off a good team move.
Kevin Long had put Burnley in front with a powerful header before Liam Boyce equalised at the Pirelli Stadium.
Burnley's Ashley Barnes hit the post at 1-1 and Burton's Jake Hesketh did the same in stoppage time.
Burnley have now lost four of their past five cup ties against sides from League One or below.
Burnley made six changes to the team that beat Bournemouth 4-0 in the league on Saturday but still fielded a strong side.
Those brought in included England goalkeeper Tom Heaton, joint-record signing striker Chris Wood and Belgium midfielder Steven Defour, for his first appearance since January after injury.
Wood and Long had goals ruled out for offside in an even first half, while New Zealander Wood shot narrowly wide from inside the penalty area in the 30th minute.
Heaton was at fault for Burton's equaliser as he failed to save Boyce's shot, which was powerful but close to the goalkeeper.
After Burton's equaliser Burnley pushed hard for another goal, but Ashley Westwood and Wood missed good chances.
Boyce played a perfectly weighted ball to Allen, who toe-poked home to seal the win for Burton.
Burnley have lost to Accrington Stanley, Lincoln City and Port Vale in the past three seasons in the League Cup and FA Cup.
Match ends, Burton Albion 2, Burnley 1.
Second Half ends, Burton Albion 2, Burnley 1.
Kevin Long (Burnley) is shown the yellow card for a bad foul.
Foul by Kevin Long (Burnley).
Jake Hesketh (Burton Albion) wins a free kick in the defensive half.
Attempt saved. Ben Fox (Burton Albion) left footed shot from outside the box is saved in the top centre of the goal.
Joe Sbarra (Burton Albion) hits the right post with a right footed shot from the right side of the box.
Hand ball by Ashley Barnes (Burnley).
Kevin Long (Burnley) wins a free kick in the attacking half.
Foul by Liam Boyce (Burton Albion).
Foul by Ashley Barnes (Burnley).
Ben Fox (Burton Albion) wins a free kick in the attacking half.
Goal! Burton Albion 2, Burnley 1. Jamie Allen (Burton Albion) right footed shot from the centre of the box to the bottom left corner. Assisted by Liam Boyce.
Liam Boyce (Burton Albion) wins a free kick in the attacking half.
Foul by Kevin Long (Burnley).
Substitution, Burton Albion. Marvin Sordell replaces David Templeton.
Substitution, Burnley. Sam Vokes replaces Chris Wood.
Corner, Burnley. Conceded by Lucas Akins.
Substitution, Burton Albion. Joe Sbarra replaces Scott Fraser.
Corner, Burnley. Conceded by John Brayford.
Attempt saved. Chris Wood (Burnley) left footed shot from the left side of the box is saved in the top centre of the goal.
Attempt missed. Ashley Westwood (Burnley) left footed shot from the centre of the box is too high.
Substitution, Burnley. Jeff Hendrick replaces Steven Defour.
Corner, Burnley. Conceded by Ben Turner.
Attempt blocked. Chris Wood (Burnley) left footed shot from the left side of the box is blocked.
Ashley Barnes (Burnley) hits the right post with a right footed shot from outside the box.
John Brayford (Burton Albion) wins a free kick in the attacking half.
Foul by Chris Wood (Burnley).
Substitution, Burnley. Ashley Barnes replaces Matej Vydra.
Attempt missed. Jake Hesketh (Burton Albion) left footed shot from outside the box misses to the left.
Substitution, Burton Albion. Ben Fox replaces Stephen Quinn.
Attempt saved. Dwight McNeil (Burnley) left footed shot from the right side of the box is saved in the top centre of the goal.
Corner, Burnley. Conceded by Lucas Akins.
Goal! Burton Albion 1, Burnley 1. Liam Boyce (Burton Albion) right footed shot from the right side of the box to the top right corner following a fast break.
Corner, Burnley. Conceded by Lucas Akins.
Attempt missed. David Templeton (Burton Albion) right footed shot from outside the box misses to the right.
Foul by Kevin Long (Burnley).
Liam Boyce (Burton Albion) wins a free kick in the defensive half.
Attempt blocked. Matej Vydra (Burnley) right footed shot from outside the box is blocked.
Corner, Burnley. Conceded by Dimitar Evtimov.