Third division Lincoln City overpowered Conference opponents Telford to make progress in the LDV Vans Trophy.
The Red Imps broke the deadlock after just ten minutes while the Bucks were temporarily a man short.
Striker Lee Mills was off the pitch receiving treatment for a head injury when Lincoln whipped in a long throw, which was converted by striker Francis Green.
Telford should have equalized 60 seconds later when a cross from Scott Green found Tony Naylor unmarked, but the experienced striker shot over from close range.
Telford keeper Chris MacKenzie made excellent saves to prevent Mark Bailey and Richard Butcher from adding to Lincoln's lead, and Telford drew level in the 53rd minute when a cross from Fitzroy Simpson found Mills unmarked at the far post and he made no mistake with a powerful shot.
City's teenage debutant Lee Frecklington went close with a 20-yard shot which flew inches over the bar before MacKenzie again saved his team when he kept out a shot from Simon Yeo.
The home side went back in front in the 72nd minute when a shot from Butcher spun off the woodwork into the path of Marcus Richardson, who made no mistake with a simple finish.
But Telford's John Grant and Mills both went close to forcing the game into extra time before Lincoln sealed victory.
Bailey curled a 20-yard free-kick around the wall and into the bottom corner with MacKenzie left stranded on his line.