Cheltenham Town 1-5 Everton: Nikica Jelavic (12'), Leighton Baines (pen 21') and Leon Osman (49') put the Premiership side 3-0. Russell Penn (51') gave Cheltenham hope before Seamus Coleman (58') and Marouane Fellaini (89') eased Everton through.
Mansfield Town 1-2 Liverpool: Daniel Sturridge (7') marked his debut with the opening goal before Luis Suarez (59') made it 2-0 after just three minutes of coming on, although there was a clear handball from the Uruguayan to help him score. Matt Green (79') did manage to pull one back for the minnows.
Swansea City 2-2 Arsenal: The Emirates will host a replay after three late goals. Substitute Michu (58') put Swansea ahead. But Lukas Podolski (81') & Kieron Gibbs (83') looked to put Arsenal in the fourth round before Danny Graham (87') earned a draw.
West Ham United 2-2 Manchester United: Robin Van Persie (90') manages to force a replay at Old Trafford. Tom Cleverley (23') had put Manchester United into the lead before James Collins (27' & 59') made it 2-1 with two fantastic headers from two Joe Cole crosses.
Brighton & Hove Albion 2-0 Newcastle United: Brighton knock the Premier League side out for the second year running. Andrea Orlandi (33') and Will Hoskins (87') got the goals as Shola Ameobi (63') was sent off for Newcastle.
Aldershot Town 3-1 Rotherham United: Danny Hylton had a day to remember. Aldershot took a 3-0 lead with Hylton getting a hat-trick (6', 23' & 62'). Liam Frecklington (pen 71') pulled a goal back before Kari Arnason (84') and Hylton (85') were both sent off.
Aston Villa 2-1 Ipswich Town: Villa escape a cup shock to the Championship side. Michael Chopra (31') put Ipswich ahead. But Darren Bent on his return from injury (46') and Andreas Weimann (83') turned it around to progress.
Barnsley 1-0 Burnley: Brian Stock (37') left Burnley with ten men for a long time in the game. Danny Rose (85') finally took advantage to put Barnsley through in the all-Championship tie.
Blackburn Rovers 2-0 Bristol City: Danny Murphy (7') and Grant Hanley (58') put Blackburn through at the hands of the Championship strugglers.
Bolton Wanderers 2-2 Sunderland: Sunderland force a replay at the Stadium of Light against the Championship side. Chung-Yong Lee (12') and Marvin Sordell (48') put Bolton 2-0 ahead. But Connor Wickham (60') and Craig Gardner (75') earned a draw.
Charlton Athletic 0-1 Huddersfield Town: Jermaine Beckford (11') scored the only goal to put Huddersfield through. Dorian Dervite (57') made it harder for Charlton by getting sent off.
Crawley Town 1-3 Reading: Reading come from behind to avoid a cup upset. Nicky Adams (1') gave Crawley the lead. But Adam Le Fondre (13' & pen 49') and Nicky Hunt (44') put the Premiership side safely through.
Crystal Palace 0-0 Stoke City: The Premiership side force a replay back the Britannia.
Derby County 5-0 Tranmere Rovers: Ben Davies (42'), Conor Sammon (54'), John Brayford (63'), Jeff Hendrick (72') and Mason Bennett (87') serve up the thrashing of the round for Derby.
Fulham 1-1 Blackpool: The Premiership have to travel to Bloomfield Road after forcing a replay. Ludovic Sylvestre (60') put the Championship side ahead before Giorgos Karagounis (80') earned the draw.
Hull City 1-1 Leyton Orient: Nick Proschwitz (90') forces a late replay, preventing a cup upset against the League One side. Dave Mooney (78') had given Orient the lead and now hope to beat Hull in the Matchroom Stadium.
Leeds United 1-1 Birmingham City: The all-Championship tie will have to be settled at St.Andrews in a replay. Wade Elliott (32') had given Birmingham the lead before Luciano Becchio (60') equalised.
Leicester City 2-0 Burton Albion: Chris Wood (3') and Ritchie De Laet (21') put the Championship side ahead.
Luton Town 1-0 Wolverhampton Wanderers: The non-league side provide one of the shocks of the round against the Championship side. Alex Lawless (46') scored the only goal that has cost Stale Solbakken his job at Wolves.
Macclesfield Town 2-1 Cardiff City: The non-league outfit dump the Championship leaders out. Nathaniel Jarvis (57') had put Cardiff ahead before Matthew Barnes-Homer (85' & pen 88') turned the tie on its head.
Manchester City 3-0 Watford: Carlos Tevez (25'), Gareth Barry (44') and Marcos Lopes (90') ease the Premiership champions through.
Middlesbrough 4-1 Hastings United: Merouane Zemmama (22' & 68') and Andy Halliday (47') had put the Championship side 3-0 ahead. Bradley Goldburg (69') scored a consolation for the non-league side before Ishmael Miller (85') made it 4-1.
Millwall 1-0 Preston North End: Liam Feeney (31') scores the only goal to put Millwall through.
Nottingham Forest 2-3 Oldham Athletic: The League One side dump Forest out of the cup. Matt Smith (og 13') gave Forest the lead. Robbie Simpson (54' & 58') turned the tie around before Danny Collins (60') was sent off for Forest. Jose Baxter (61') made it 3-1 before Billy Sharp (90') pulled one back, but far too late.
Oxford United 0-3 Sheffield United: Tony McMahon (17'), Dave Kitson (68') and Nick Blackman (87') put the in form League One side through.
Peterborough United 0-3 Norwich City: Elliott Bennett (30'), Simeon Jackson (41') and Robert Snodgrass (70') ease the Premiership side into the next round.
Queens Park Rangers 1-1 West Bromwich Albion: The all Premiership tie will have to be settled at the Hawthornes after Kieron Dyer's stoppage time equaliser. Shane Long (79') had looked to have put West Brom through.
Sheffield Wednesday 0-0 Milton Keynes Dons: The League One side manage to earn a replay at the Stadium MK against their Championship counterparts.
Southampton 1-5 Chelsea: Demba Ba shines on his Chelsea debut. Jay Rodriguez (22') had given the hosts the lead. But Ba (35' & 61'), Victor Moses (45'), Branislav Ivanovic (52') and Frank Lampard (pen 83') put the defending champions through.
Southend United 2-2 Brentford: The League Two side manage to force a replay against the League One side, albeit at Brentford's Griffin Park. Tom Adeyemi (29') and Ryan Cresswell (og 38') put Brentford 2-0 ahead. But Barry Corr (39' & 54') earned the draw for Southend.
Tottenham Hotspur 3-0 Coventry City: Clint Dempsey (14' & 37') and Gareth Bale (33') ease the Premiership side into the fourth round.
Wigan Athletic 1-1 AFC Bournemouth: Jordi Gomez (70') spares Wigan's blushes by forcing a replay at Dean Court. Eunan O'Kane (41') gave Bournemouth the lead and may be quite content at having the replay at home.
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