Bob McHugh and James McFadden scored as Motherwell eased past 10-man Livingston and into Thursday's Scottish League Cup quarter-final draw.
McHugh headed in from close range following Lionel Ainsworth's corner.
Livingston had Jason Talbot sent off for a challenge on Stevie Hammell before McFadden doubled 'Well's lead in style with a wonderful back-heel flick.
The hosts pulled one back late on when Danny Denholm bundled in at a corner but Motherwell held out for the win.
It means Stuart McCall's men get a stage further in the competition than last season, when they were knocked out in the third round by Rangers.
This was Livingston's first defeat under new manager John McGlynn and they can now focus on lifting themselves off the bottom of the Scottish Championship.
McFadden started up front after finding himself coming off the bench in Sunday's 2-2 draw with Dundee United and McCall will hope this first goal of the season for the Scotland international can be followed by more.
McHugh was on hand to convert Simon Ramsden's flick from the set piece to put the visitors ahead but few chances for either side followed.
Motherwell enjoyed decent possession and Livingston escaped a penalty claim before the break when Coll Donaldson came through the back of McFadden with a sliding tackle.
Donaldson had another let-off after the restart when he dallied on the ball inside his box and then slipped under pressure from Stuart Carswell.
The midfielder played the ball across for McFadden but a timely challenge prevented the former Everton forward from getting a clean strike.
Livingston went close on the hour mark when Andrew Barrowman met Callum Fordyce's cross with a powerful header.
Referee Brian Colvin deemed Talbot's sliding tackle on Hammell reckless even though the Livi man appeared to win the ball.
Motherwell moved quickly to press home their advantage and doubled their lead with a vintage piece of skill by McFadden.
Another McFadden back-heel set up a string of shooting chances but Darrren Jamieson made a triple save from John Sutton, Ramsden and the Scotland forward.
Denholm's goal set up an anxious few minutes for the visitors at the end but overall it was a deserved win for 'Well.
Motherwell boss Stuart McCall: "I thought Livingston were terrific. They did not cause us many problems but I thought the spirit was good.
"It was only when they went down to 10 men did we start to create more chances. We deserved to win the game but I thought they were a credit to John because he puts so much work in to what he does whether he is at Raith Rovers or Hearts and he'll get them going I'm sure.
"We had good passages of play but I'm disappointed to lose a goal at the end. Over the piece we're pleased to be through."
Livingston manager John McGlynn: "I thought we played football. It was very nice of Stuart McCall to give us compliments because I've got the greatest respect for him and Motherwell are an excellent side.
"It's hard enough playing Motherwell with 11 never mind 10 so it was difficult after the sending off.
"I haven't seen it again but it is high up the pitch and I don't see the reason for going into the tackle.
"We could have done something else rather than go to ground as it gave Motherwell more breathing space on the pitch and they created one or two chances after that."
Live Text Commentary
Full Time The game is over, as the referee blows the whistle.90:00 +2:36
Callum Fordyce sends in a cross.90:00 +0:28
Assist on the goal came from Martin Scott.90:00 +0:28 Goal scored
Goal! - Danny Denholn - Livingston 1 - 2 Motherwell Danny Denholn finds the net. Livingston 1-2 Motherwell.89:55
Corner taken by Martin Scott from the left by-line.89:25
A cross is delivered by Connor McDonald.88:55
Coll Donaldson restarts play with the free kick.88:37
Foul by John Sutton on Coll Donaldson, free kick awarded.87:47
Lionel Ainsworth takes a shot and cleared the crossbar.86:01
Gunnar Nielsen manages to make a clearance.85:54
Free kick crossed by Connor McDonald.85:31
Free kick awarded for a foul by James McFadden on Danny Denholn.85:05
Coll Donaldson makes a clearance.85:02
Corner from the left by-line taken by Lionel Ainsworth.84:30
Lionel Ainsworth takes the chance to get an effort at goal. Darren Jamieson catches the ball.84:03
Zaine Francis-Angol takes the free kick.83:42 Booking
Simon Mensing booked for unsporting behaviour.83:31
Simon Mensing gives away a free kick for an unfair challenge on John Sutton.81:45 Substitution
Substitution Andrew Barrowman leaves the field to be replaced by Mark Burchill.
Corner from the left by-line taken by Lionel Ainsworth.80:50
Corner from the left by-line taken by Lionel Ainsworth.80:44 Substitution
Substitution Steven Hammell goes off and Craig Moore comes on.79:44
Simon Ramsden takes a shot.76:33 Substitution
Substitution Danny Denholn joins the action as a substitute, replacing Stefan Scougall.75:58
Free kick crossed by Stefan Scougall.75:23 Booking
Booking for Stuart Carswell.75:19
Marc McNulty fouled by Stuart Carswell, the ref awards a free kick.72:22
The assist for the goal came from Simon Ramsden.72:22 Goal scored
Goal! - James McFadden - Livingston 0 - 2 Motherwell James McFadden scores with a right foot finish. Livingston 0-2 Motherwell.69:53 Substitution
Substitution Robert McHugh goes off and John Sutton comes on.69:05 Substitution
Substitution (Livingston) makes a substitution, with Connor McDonald coming on for Keaghan Jacobs.68:02
Lionel Ainsworth delivers the ball.66:24
Gunnar Nielsen takes the free kick.64:42 Dismissal
Jason Talbot is sent off by the referee.64:20
Steven Hammell fouled by Jason Talbot, the ref awards a free kick.60:46
Header by Andrew Barrowman misses to the right of the target.60:40
Callum Fordyce sends in a cross.58:36
Marc McNulty has an effort at goal and missed to the right of the net.57:31
Stephen McManus restarts play with the free kick.57:26
Andrew Barrowman challenges Stephen McManus unfairly and gives away a free kick.57:11
Lionel Ainsworth delivers the ball.54:49
Shot by Robert McHugh missed to the right of the net.54:21
Burton O'Brien restarts play with the free kick.54:09
Paul Lawson gives away a free kick for an unfair challenge on Keaghan Jacobs.53:47
Coll Donaldson manages to make a clearance.53:44
Lionel Ainsworth sends in a cross.51:30
Burton O'Brien takes the free kick.51:19
Free kick awarded for an unfair challenge on Marc McNulty by Paul Lawson.50:08
Darren Jamieson restarts play with the free kick.49:32
Robert McHugh is caught offside.45:01
The referee starts the second half.45:00 +0:23 Half time
Half Time The first half comes to an end.43:49
Marc McNulty takes a shot and missed to the right of the net.43:08
Shot by Lionel Ainsworth went wide left of the target.41:06
The ball is crossed by Lionel Ainsworth.39:47
Shot by Andrew Barrowman went over the bar.39:18
Callum Fordyce takes the free kick.39:10
The official flags Zaine Francis-Angol offside.37:01
Gunnar Nielsen takes the free kick.36:42
The offside flag is raised against Martin Scott.36:27
Burton O'Brien takes the free kick.36:15
Unfair challenge on Stefan Scougall by Stuart Carswell results in a free kick.35:34
Header at goal by Simon Ramsden misses left of the target.35:24
Corner from the left by-line taken by Lionel Ainsworth.34:55
Robert McHugh has an effort at goal. Coll Donaldson gets a block in.34:12
Stephen McManus restarts play with the free kick.34:08
Unfair challenge on Stephen McManus by Andrew Barrowman results in a free kick.33:56
Darren Jamieson takes the free kick.33:42
The official flags Zaine Francis-Angol offside.31:49
Coll Donaldson manages to make a clearance.31:43
Corner taken by Lionel Ainsworth from the right by-line.31:13
Lionel Ainsworth takes the chance to get an effort at goal.30:32
Clearance by James McFadden.30:27
Corner taken by Martin Scott from the left by-line.28:56
Free kick taken by Shaun Hutchinson.28:39
Jason Talbot challenges Stuart Carswell unfairly and gives away a free kick.28:21
Clearance made by Keaghan Jacobs.28:14
Corner from the left by-line taken by Lionel Ainsworth.25:58
Free kick taken by Jason Talbot.25:51
James McFadden gives away a free kick for an unfair challenge on Martin Scott.23:44
Marc McNulty has an effort at goal and missed to the left of the net.22:34
Shaun Hutchinson restarts play with the free kick.22:30
Marc McNulty concedes a free kick for a foul on James McFadden.20:11
Free kick taken by Stefan Scougall.20:06
Foul by Paul Lawson on Martin Scott, free kick awarded.15:56
The assist for the goal came from Simon Ramsden.15:56 Goal scored
Goal! - Robert McHugh - Livingston 0 - 1 Motherwell Robert McHugh heads the ball into the goal. Livingston 0-1 Motherwell.15:35
Corner taken by Lionel Ainsworth from the left by-line.13:28
Free kick taken by Callum Fordyce.13:22
Unfair challenge on Stefan Scougall by Steven Hammell results in a free kick.10:24
Free kick taken by Gunnar Nielsen.10:17
Free kick awarded for a foul by Andrew Barrowman on Simon Ramsden.10:06
Free kick taken by Burton O'Brien.9:40
Andrew Barrowman fouled by Shaun Hutchinson, the ref awards a free kick.4:30
Shot by Robert McHugh. Darren Jamieson safely holds on.0:40
Clearance by James McFadden.0:34
Corner taken by Stefan Scougall from the right by-line.0:00
The game gets underway.
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