Mamelodi Sundowns were eliminated from the Carling Knockout at the first hurdle following a penalty shoot-out loss to TS Galaxy.
It was a make-shift starting line-up for Sundowns, who were without Ronwen Williams, Aubrey Modiba, Khuliso Mudau, Mothobi Mvala, Grant Kekana, Teboho Mokoena and Themba Zwane due to national team duty.
The Brazilians were looking to dominate the early stakes and nearly went in front when Rivaldo Coetzee shaved the upright with a well-weighted header from a ball in.
Galaxy hit the front against the run of play over 12 minutes in as Sphiwe Mahlangu made the most of poor communication at the back and beat goalkeeper Reyaad Pieterse.
The Rockets snatched a second goal five minutes later when captain Mlungisi Mbunjana got on the end of a corner-kick and managed to finish from close-range.
Masandawana struggled to get any rhythm going around the half-hour mark before a free-kick from Marcelo Allende saw Bongani Zungu head over the top.
Sundowns made a change after halftime where Abdelmounaim Boutouil gave way for Terrence Mashego to face his former club before Junior Mendieta had a rasping shot parried.
Allende did one better than his compatriot 12 minutes after the break when he worked a yard of space outside the area and riffled in the bottom-corner.
Masandawana's hopes of a comeback turned sour a minute later as Zungu produced an over-the-top challenge on Bernard Parker and received a straight red card.
As both sides got chances in the closing stages, the Brazilians levelled deep in stoppage time when substitute Gaston Sirino volleyed in Allende's corner to send the match to extra-time.
Not a lot separated the two in extra-time, but the Rockets missed the chance to seal the win after Mpho Mvelase headed off the upright and guided Sundowns to another penalty shoot-out.
Both teams missed once during the shoot-out before the Rockets emerged victorious in sudden-death as Samir Nurkovic netted the winning kick before Lesiba Nku failed to profit for Sundowns.
Confirmed line-ups:
Galaxy: Ntwari, Munyai, Letsoenyo, M.Mahlangu, Sanoka, Mbunjana, Parker, Vidal, Sebelebele, Mojela, S.Mahlangu
Subs: Kolak, Nurkovic, Mongae, Siladi, Seema, Rakwena, Mvelase, Mbatha, Mere
Mamelodi Sundowns: Pieterse, De Reuck, Boutouil, Lebusa, Coetzee, Zungu, Maema, Allende, Mkhulise, Mendieta, Maboe
Subs: D.Onyango, B.Onyango, Mashego, Seabi, Nkosi, Maseko, Ramotsei, Sirino, Nku
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