Cape Town - Kaizer Chiefs were sent crashing out of the Nedbank Cup at the last 16 stage with a penalty shootout defeat to Highlands Park at Makhulong Stadium on a rainy Saturday afternoon.
New signing Anthony Akumu was thrust in to the starting lineup for his first start, while Itumeleng Khune made a rare start in goal this season replacing Nigerian shot-stopper Daniel Akpeyi.
A slick free-kick straight from the training ground saw Highlands come close as captain Bevan Fransman headed to the back post for Luckyboy Mokoena, who volleyed narrowly over at the back post with a side-footed effort in the first few minutes.
And it was Fransman who won a flick-on once again soon afterwards which allowed striker Peter Shalulile through on goal, but Itumeleng Khune came off his line quickly to snuff out the danger.
The Lions of the North were taking on Chiefs at their own game and coming out top in the aerial duels, something very few sides have managed to do this season with Owen da Gama's side were looking to go direct from any set-piece or throw-ins in the Chiefs' half.
Akumu then tested Marlon Heugh with two attempts in quick succession in the 18th minute after the Lions of the North shot-stopper failed to hold on to the central midfielder's skimming effort off the Makhulong turf.
Heugh was called in to action in the 24th minute to save from Lebogang Manyama's free-kick which was heading on target.
It was almost inevitable that the first goal would come from a dead-ball situation and it was Highlands who took the lead in such fashion when Luckyboy Mokoena's delivery was guided home by Shalulile shortly before the hour mark for the Namibian striker's third Nedbank Cup goal.
Chiefs equalised from a set-piece of their own as the rain started to come down more heavily in Tembisa. George Maluleka whipped the free-kick in from the right-hand side and unfortunately for Sello Motsepe, he put the ball in to his own net under pressure attempting the headed clearance.
The Soweto giants' big men were beginning to assert themselves on the aerial contest and Erick Mathoho came close with a header from a Manyama corner in the 70th minute.
With ten minutes to go, Rae produced some acrobatics with a bicycle kick that was brilliantly blocked by Mathoho and from the resulting corner, centre-back Abdi Banda ballooned over the bar from a flick-on when he found himself in space at the back post.
There were no decent attempts on goal until Highlands' Musa Nyatama brought a fine save out of Khune with seven minutes of extra time remaining after Shalulile did brilliantly to find the former Orlando Pirates midfielder in the box.
Rodney Ramagalela, who came on as a substitute late in the second half, was the first to get it wrong in the penalty shootout but Maluleka missed for Chiefs to send it to sudden death.
Billiat hit the post with Chiefs' sixth and Nyatama made no mistake to win it for the Lions of the North.