Richards Bay booked their spot in the semi-finals of the Carling Knockout after edging Cape Town City 5-4 on penalties after a goalless draw in extra-time.
City brought back the regulars that were reserved in a loss to Mamelodi Sundowns, as the likes of Darwin Gonzalez, Amadou Soukouna, Kamohelo Mokotjo and Thamsanqa Mkhize were recalled.
Following the suspension of Yamela Mbuthuma, Ntlonelo Bomelo was tasked with leading the front line for Richards, alongside the return of former Kaizer Chiefs midfielder Siyethemba Sithebe.
The sides were cautious in the early exchanges, with neither the Citizens nor the Natal Rich Boyz committed to going all out in attack.
In hot temperatures, the sides went to the water break midway into the first stanza and Eric Tinkler's charges came quickly off the blocks moments later after Haashim Domingo came close to breaking the deadlock with a strike that narrowly missed wide of the upright.
However, a similar setting in the early stages of the second stanza prevailed towards the break, as the first stanza did not produce goals.
City were on the front foot in the early stages of the second stanza but they could not open up the KwaZulu-Natal outfit.
Brandon Truter was also looking to cause problems in attack as just before the hour-mark he withdrew young striker Bomelo and brought on the experienced Justice Figuareido.
Richards Bay, however, were nearly punished on a transition moments later after Soukouna went through on goal but his shot was saved by goalkeeper Ian Otieno in a one-on-one.
Eric Tinkler needed fresh legs in attack with 18 minutes to go as Kayden Francis replaced Jaedin Rhodes.
Francis made an immediate impact after he nearly broke the deadlock for the visitors with a strike from the edge of the box that was parried away by Otieno.
City had the momentum in the dying minutes but the Natal Rich Boyz remained resolute at the back and the sides went to extra-time after there was no winner in regulation time.
Richards Bay were more adventurous early in extra-time and forced goalkeeper Darren Keet to his first save.
The Citizens regained their momentum towards the end of extra-time as Fortune Makaringe almost sealed the game for them with an effort in the box that sailed slightly over the crossbar.
Truter's men lost Langelihle Mhlongo to due to a red-card in the end but it did not matter as the sides could not be separated and penalty kicks were required to determine the winner.
Moses Mthembu scored the decisive spot-kick for the KwaZulu-Natal side as they won 5-4 in the shootout, after sudden death.
Confirmed line-ups:
Richards Bay: Richards Bay: Otieno, Dube, Ndaba, Allan, Mcineka, Mthethwa, Gumede, Mthembu, Bomela, Sithebe, Ndelu
Cape Town City: Keet, Mkhize, Nyama, Cupido, Gordinho, Mokotjo, Domingo, Amato, Gonzalez, Rhodes, Soukouna