Brentford Women progressed to the first round proper of the Women's FA Cup after a 2-1 win away at Worthing Women.
Maddie Phillips scored from the spot before Nicole Mackay levelled for Worthing in quick succession, but it was Ashley Cheatley's goal in the 76th minute that ensured the west Londoners put their name in the hat after a well-matched cup tie.
The home side had the first chance when Makeba Black's interception fell to Annabelle Gracey inside the box but she fired over as the ball bounced awkwardly on eight minutes.
It was a scrappy opening and the Bees struggled to create any clear-cut chances until 18 minutes. Ilana Harris-Walters bought down the ball exquisitely on the right, burst past her full-back and clipped in a good cross into the box. Cheatley met the delivery but glanced her header wide under pressure from the Worthing centre-halves.
Cheatley did well to get out of a tight area and find Abbi Smith, who fed an almost perfect ball into Chelsie Berry, but Sian Woods was quick off her line to sweep the ball away at her feet.
The next chance came on 34 minutes when Millie Constantine's free-kick was flicked on by Berry to Cheatley at the back post, who miscued her difficult volley at the back post.
A quick corner between Constantine and Phillips in added time almost unlocked the door for the west Londoners, the latter crossing into Black whose strike was held well by the diving Woods.
It was a well-contested half, much tighter than the Bees' 5-0 win at the Sussex Transport Community Stadium in the league in late August, and the sides went into the break level.
Constantine had the first chance of the second period for Brentford, rolling in from the right and firing from range, but it was too close to Woods.
Carly Williams' side had the lead on 48 minutes; Berry did superbly to win the ball back and cross into Harris-Walters, who was taken out from behind as she went to strike. The referee pointed to the spot and Phillips kept up her scoring form to smash home and make it 1-0.
It was short-lived though as, five minutes later, the Rebels had an equaliser as Nicole Mackay latched on to a loose back pass and slotted past Saskia Reeves-Priestley to level.
Harris-Walters did well to forge a chance soon after, keeping the ball alive on the touchline before curling an effort toward the near post, which Woods saved well.
Smith came close on 65 minutes when Bees keeper Reeves-Priestley's floated ball found the forward in space but Woods got just enough on the ball to stop her from tapping into an empty net.
Seconds later and Brentford should have had the lead after a sensational low driven cross from Constantine found Smith in the box but her effort hit the crossbar as she slid in.
On 76 minutes, Williams' side restored their lead. Substitute Maï Louvrier, who was pivotal in changing the game with her composure in midfield, slid in Cheatley, who was never going to miss with time and space to take a touch and slot past Woods to make it 2-1.
Smith had a difficult first-time volley saved well as the ball dropped to her in the box, and Freya Worsley had a chance smothered by Woods as the game reached its climax.
In the end, it was a hard-earned win for the Bees who came out on top in a real battle to enter the First Round Proper of the Women's FA Cup (tie to be played on Sunday 25 October).
Brentford Women are next in action away at Dorking Wanderers in the London and South East Premier Division on Sunday 11 October (3.30pm kick-off BST).
Worthing: Woods, Keegan, Talbut-Smith, Richards, Wickenden, Baker-Carroll (Williams 89), Mackay (De Sousa 58), Gracey (Murdock 89), Richardson, McEvaddy, Skipp
Unused subs: Kidd, Melis, Bacon, Pritchard
Brentford: Reeves-Priestley, Phillips, Potter (Cochrane 62), Cleverly, Harris-Walters, Smith, Cheatley, Gilligan (Worsley 79), Black, Berry (Louvrier 62), Constantine (McCrea 79)
Unused Subs: Francis-Pownall
Booked: Cheatley 65
Williams: We found a way to win
REACTION: Carly Williams on Worthing FA Cup win
Head coach Carly Williams was pleased with her side's second-half display as they progressed in the Women's FA Cup.
"It was a difficult game," she said. "We saw the progress that Worthing have made since we last played them.
"From us, it was progress in terms of breaking down a block; how we play when we're not connecting as we usually do, to fight the way we did was fantastic."
"We're never going to sniff at being in the first round proper - it's a brilliant opportunity.
"The finishers are just as important as those starting; we always look at the balance of the squad and who can come on and impact the game."