Motherwell suffered defeat in the William Hill Scottish Cup at the hands of Championship side Ross County.
Brian Graham’s double early in the second half was the difference between the two sides in a scrappy affair at Fir Park, despite a late, late goal from Jake Hasie that briefly gave hope.
Stephen Robinson handed debuts to Ross McCormack and Gboly Ariyibi, with Carl McHugh, Charles Dunne and David Turnbull all being restored to the starting team.
But it was County who started the stronger, with the second tier side having early chances through McManus, who stung the palms of Gillespie, and Spence, who shot over.
New boy Ariyibi showed first half flashes, setting up Frear for a shot at goal and seeing a low cross from the left blocked.
McCormack made way for Main at the interval but it was the visitors who made the breakthrough early on.
Graham’s header with seven minutes gone gave the Staggies the lead, but worse was to follow.
With Aribiyi seemingly taken out, referee Steven McLean let play go on and a cross from the right found Graham unmarked at the back post to double the lead on the hour mark.
Motherwell struggled to carve out scoring chances, save for a late Aldred header that was well gathered by Fox, but they were given late, late hope when Hastie headed in Frear’s cross from close range in stoppage time.
But it wasn’t to be, as they bowed out at the fourth round stage.