Motherwell surrendered a lead to exit the Betfred Cup at the hands of St Johnstone.
Tony Watt’s goal on the hour mark gave the hosts the advantage, but strikes from Callum Hendry and David Wotherspoon sent the Saints through to the quarter-finals.
Ricki Lamie was restored at left-back ahead of Nathan McGinley in the only change to the 18 which drew 1-1 at McDiarmid Park last weekend.
A cagey start from both saw chances limited. Wotherspoon fired wide from distance for the visitors, while Declan Gallagher headed over from a Liam Polworth corner in the opening exchanges.
Aaron Chapman was called upon late in the first half to keep out Ali McCann’s close-range shot from May’s flick, with the goalkeeper sticking out a leg to make a vital block.
Both sides started the second half tentatively but Motherwell started to carve out set plays and benefited from one on the hour mark.
Polworth sent his deep free kick to the edge of the box, meeting the head of Ricki Lamie to flick on.
Watt gambled and found the ball at his feet six yards out. Steadying himself, he slotted the ball past Clark to give the hosts the lead.
But the visitors would rally and they found their equaliser eight minutes later.
Lamie’s short back pass allowed O’Halloran to race in and fire across goal from wide on the right side.
Chapman stuck out a leg but only diverted it into the path of Hendry, who tapped home the leveller.
Worse would follow with 15 minutes left. O’Halloran again got down the right side and had time to fire in a low cross, with Wotherspoon on hand to steer it in.
Jordan White was introduced as ‘Well went four in attack but they couldn’t carve out the chance to get level, and exited the competition at the first time of asking.