League One side Barnsley lead Everton 2-0 in the second round of the League Cup, after two goals in six minutes.
The visitors created the first chance of the game as they broke quickly following a Barnsley corner, but Kevin Mirallas had a close-range shot blocked by Adam Davies.
The Belgian international had another chance minutes later, but his low drive went straight at the keeper, before Barnsley took a surprise lead through Sam Winnall's smart finish from the edge of the box.
The Yorkshire-based side doubled their lead minutes later as Marc Roberts's cross was headed in by the unmarked Marley Watkins, much to the dismay of Everton boss Roberto Martinez.
The Toffees pushed hard to get a goal back, but Davies made back-to-back saves from Romelu Lukaku and Aiden McGeady.
