Tranmere's Johnstone's Paint Trophy campaign came to an end in the Second Round as Bury came from behind to claim a 2-1 win at Gigg Lane.
Rovers went ahead through Craig Curran and had further chances to score but the home side pushed forward in the second half to score twice in quick attacks.
There were six changes to the side that lost at Millwall, with Gareth Edds, Ash Taylor, Charlie Barnett, Alan Mahon, Kithson Bain and Craig Curran coming into the side in place of Shaleum Logan, Marlon Broomes, Chris Shuker, Paul McLaren, Michael Ricketts and Ian Thomas-Moore. Mahon lined up in the centre of midfield for the first time since returning to the Club in the summer while Kithson Bain made his first start for Rovers. Former Tranmere winger Mike Jones started the match for Bury.

Heavy rain throughout the day made playing conditions difficult with players from both teams slipping in the opening stages. However, Curran was sure footed enough to open the scoring on four minutes. The striker ran on to a high ball from the back, teased the defender and turned a powerful shot into the net via the hand of Bury keeper Wayne Brown before running to celebrate in front of the travelling Tranmere fans.
Moments later Stephen Dawson tested Luke Daniels with a long range left foot shot but the Rovers keeper gathered at the second attempt.
Two balls into the channel aimed for Bain failed to meet their target as Rovers looked for a second, while Dawson sent a couple of shots wide of goal at the other end.
Midfielder John Welsh fired just past the far post from 20 yards on 19 minutes after good work from Barnett on the right side of the Bury half and Tom Elliott headed at Daniels as the game swung from end to end.
Bain did get on the end of a high ball from Goodison on 24 minutes and the Grenada international did well to outpace Ben Futcher, hold the defender off and fire in a shot, though his angled effort went over the bar.
Carole shot over from a half cleared corner on 38 minutes and Curran fired over the top from a similar position to the one from which he scored earlier on when a pass to Bain may have been the better option - the last chance of a decent half for Rovers.
Tranmere came close to doubling their lead on 48 minutes. Barnett broke free on the right and sent in a good cross for Curran. The former trainee met the ball with a diving header but his effort was well saved by Brown from close range.
Bain turned a defender before shooting low at Brown on 49 minutes while Elliott fired over the top for Bury at the other end.
The Shakers levelled with their next attack. David Worrall beat the offside trap to run on to a through pass knocked the ball past the onrushing Daniels and turned into an empty net.
The midfielder was denied a second two minutes later when Daniels brilliantly palmed away his top corner bound effort from outside the area.

Bain was replaced by Thomas-Moore on 58 minutes and the substitute curled wide from just outside the area soon after.

Rovers' second substitution saw youngster Ryan Fraughan come on for Seb Carole and the winger almost got a chance to score moments later when Brown dropped a cross at the far post only for Futcher to clear from the goal line.
Tranmere were inches from regaining the lead on 75 minutes when Goodison headed a Mahon corner against the Bury post, however the home side went ahead with the next attack. Danny Racchi ran on to a flick on up the left, squared the ball to Jones and the makeshift striker found the net from 12 yards.
Edds flashed a shot wide from 25 yards on 85 minutes and Thomas-Moore saw a shot deflect beyond the top corner in injury time.
Daniels went forward for a corner and free kick as Rovers desperately searched for the goal that would take the game to penalties but an offside flag ruled out Taylor's late header and Rovers were knocked out.
Bury: Brown, Buchanan, Futcher, Cresswell, Dawson, Baker (Barry-Murphy 47), Racchi, Jones, Worrall, Elliott, Newey. Substitutes not used: Lowe, Sodje, Belford, Patel.
Tranmere: Daniels, Edds, Taylor, Goodison, Cresswell, Barnett, Mahon, Welsh, Carole (Fraughan 64), Curran, Bain (Thomas-Moore 58). Substitutes not used: Collister, Logan, Shuker.
Referee: Andy Haines






















