A late Adam Hamill winner gave Barnsley a 3-2 win against Derby to set up a third round Carabao Cup tie against Tottenham.
Derby took the lead twice but Barnsley fought back to secure a game against Spurs at Wembley.
Barnsley went close in the fifth minute with midfielder Brad Potts producing a brilliant long-range effort, smashing against the crossbar and going wide.
Derby took the lead in the seventh minute with Chris Martin finding Johnny Russell and he brilliantly curled the ball in from just inside the area.