ROTHERHAM United bowed out of the FA Cup with their heads held high as they pushed Premier League Everton to the limit before losing in extra time.
The last time the Championship Millers faced top-flight opposition in the third round they were humbled 7-0 by Manchester City two seasons ago.
But there was no repeat of that at Goodison Park as they recovered from the blow of conceding an early goal to score a second-half equaliser and push Carlo Ancelotti's team all the way.
Giving arguably their best performance of the season, they created more chances than Everton in normal time and succumbed only when their bodies tired in the added 30 minutes.
Matt Olosunde deservedly levelled 11 minutes after half-time and so good were the Millers that for spells a huge shock was on the cards.
Rotherham found themselves behind after nine minutes. Michael Ihiekwe had already been turned once by Anthony Gordon and when it happened again the teenage winger played in Cenk Tosun.
A Turkish international, the £27 million striker hadn't scored for Everton since November 2019 but he beat the recalled Jamal Blackman with a neat finish.
The home side's class was evident but it was the Millers who were went closest to scoring next.
Matt Crooks made ground and slipped a good pass to Michael Smith who fired over on 21 minutes from the edge of the area.
Four minutes, later Paul Warne's men peppered the Everton goal, Olosunde forcing a save from Robin Olsen after a great run, Crooks seeing his follow-up blocked and Dan Barlaser bringing a flying stop from the Swedish goalkeeper with a 20-yard effort.
Rotherham bossed the rest of the first half and Crooks, who was causing the Premier Leaguers all kind of problems, volleyed wide as the break approached.
Who would have thought before kick-off that Ancelotti would be the most relieved of the two managers to hear the half-time whistle?
Freddie Ladapo missed out for the Millers, the striker suffering from a groin injury that had prevented him training all week.
Making four changes to the team that had lost 2-1 against Barnsley last time out, on December 29, Warne handed starts to keeper Blackman, centre-half Angus MacDonald, midfielder Matt Crooks and frontman Michael Smith.
Everton's Ancelotti went even further and there were only three survivors from last week's 1-0 loss to West Ham United as star men like keeper Jordan Pickford and attackers Richarlison and Dominic Calvert-Lewin were rested.
The Toffees still had in their side, though, midfielder James Rodriguez who once cost Real Madrid £71m.
Alex Iwobi drove a low shot just wide three minutes after the interval but Rotherham had continued where they had left off and restored parity in the 56th minute.
Smith's presence in the area saw the ball fall to Olosunde - another player Everton were finding too hot to handle - and the wing-back turned and screwed a low, bobbling shot into the far corner for his first ever senior goal.
Not long afterwards, Olosunde went marauding again and his cross ended in Wes Harding driving the ball over the bar.
The sun was shining at Goodison but not as brightly as the Millers who continued to take the game to their illustrious opponents.
After Blackman had foiled Tosun, substitute Trevor Clarke broke down the left with only five minutes remaining and fellow sub George Hirst was only inches from connecting in front of a gaping net.
Rotherham shoulders sagged a minute later when Tosun latched on to Rodriguez's free-kick and looked to have scored his second of the afternoon but VAR ruled out his finish for offside, a decision which took the contest into extra time.
Only three further minutes had been played when the Millers were breached, Abdoulaye Doucoure taking control of Rodriguez's through ball and directing it home.
Bernard then hit the post for Everton and Seamus Coleman stung Blackman's palms as the visitors finally began to wilt.
They roused themselves for one last push, with Kyle Vassell twiced being thwarted by blocks as the clock ran down on a monumental effort.
Goals: Tosun 9, Doucoure 93 (Everton); Olosunde 56 (Rotherham).
Everton (4-2-3-1): Robin Olsen; Seamus Coleman, Ben Godfrey, Michael Keane, Lucas Digne (Yerry Mina 66); Tom Davies (Gylfi Sigurdsson 66), Andre Gomes; Alex Iwobi (Abdoulaye Doucoure 61), James Rodriguez (Niels Nkounkou 95), Anthony Gordon (Bernard 61); Cenk Tosun. Subs not used: Jonas Lossl, Mason Holgate, Jarrad Branthwaite, Ellis Simms.
Rotherham (3-5-1-1): Jamal Blackman; Michael Ihiekwe, Richard Wood, Angus MacDonald; Matt Olosunde (Billy Jones start of extra time), Dan Barlaser, Jamie Lindsay (Florian Jozefzoon 76), Ben Wiles, Wes Harding (Trevor Clarke 83); Matt Crooks (Kyle Vassell 67); Michael Smith (George Hirst 76). Subs not used: Viktor Johansson, Josh Vickers, Curtis Tilt, Mickel Miller.
Referee: Stuart Attwell (Nuneaton).