Gillingham provided the shock of the FA Cup third round so far as they dumped Premier League side Cardiff City out of the competition thanks to a 1-0 win.
Elliott List's late strike was enough to secure the third-tier side, who are 18th in League One, a memorable victory. Cardiff manager Neil Warnock made several changes for the trip to Priestfield Stadium but started two of his strongest attacking players in Callum Paterson and Bobby Reid up front.
Newcastle United survived an almighty scare, needing a Matt Ritchie penalty six minutes from time to draw 1-1 and salvage a replay against Championship side Blackburn Rovers. Bradley Dack's powerful header put Rovers in front at St James' Park before the hour mark but Rafa Benitez's men managed to scrape a replay at Ewood Park.
Meanwhile, Huddersfield were stunned by Bristol City as the midtable Championship side dumped David Wagner's men out of the cup thanks to Josh Brownhill's strike.
Crystal Palace were another Premier League side to have it tough against lower opposition, as League Two Grimsby came within four minutes of forcing a replay in a 1-0 defeat at Selhurst Park. Grimsby played 88 minutes with 10 men after David Fox was sent off in the early stages but they looked to have secured a replay until Jordan Ayew struck late on.
Derby 2-2 Southampton: Lawrence stunner saves Rams
Derby County came back from two goals down against Southampton including a blistering strike from Tom Lawrence.
Frank Lampard's Derby County also secured a result against Premier League opposition, forcing Southampton into a replay after a 2-2 draw at Pride Park. Nathan Redmond's brace was quickly cancelled out in the second half thanks to two goals in three minutes from Jack Marriott and Tom Lawrence.
Accrington Stanley 1-0 Ipswich: Kee sends Accrington through
Billy Kee sent the Tractor Boys crashing out of the FA Cup.
League One side Accrington Stanley inflicted further misery on Ipswich Town after a 1-0 win. Billy Kee's 76th-minute winner was enough to knock out Paul Lambert's team, who couldn't improve on the form which has seen them fall to the bottom of the Championship.
Everton 2-1 Lincoln City: Toffees limp through
An out-of-form Everton just about saw off Lincoln City from the English fourth tier at Goodison Park to reach the FA Cup 4th round.
Everton squeezed past League Two leaders Lincoln City to win 2-1 at Goodison Park. Despite taking an early lead through Ademola Lookman and Bernard, Lincoln fought back through Michael Bostwick but couldn't find the equaliser as Marco Silva's side held on to advance.
Chelsea 2-0 Nottm Forest: Fabregas farewell?
Chelsea responded to missing a first-half penalty through Cesc Fabregas with two Alvaro Morata goals in the second period seeing them into the 4th round.
Cesc Fabregas missed a penalty on what could be his final appearance for Chelsea as the Blues defeated Nottingham Forest 2-0 at Stamford Bridge. Alvaro Morata added the goals for boss Maurizio Sarri, who had to call upon Eden Hazard from the bench after an injury to England midfielder Ruben Loftus-Cheek.
Elsewhere, Championship sides Bolton Wanderers and Middlesbrough progressed after comprehensive victories over Walsall and Peterborough United respectively.
Third-tier Walsall took a 1-0 lead into the break at the Reebok Stadium but Bolton produced a second half fightback to eventually win 5-2. Britt Assombalonga scored twice for Middlesbrough as the home side also hit five in a comfortable 5-0 win.
Bolton 5-2 Walsall: Magennis hat-trick puts Bolton through
Josh Magennis scored a hat-trick against the Saddlers to put Bolton comfortably in to the fourth round.
League One leaders Portsmouth pulled off a surprise as an injury-time winner from Andre Green was enough to knock Championship promotion hopefuls Norwich City out of the cup.
In an all-Championship tie, seven-time winners Aston Villa were thrashed 3-0 by Swansea City. Courtney Baker-Richardson, Nathan Dyer and Jay Fulton were on target for the Swans at Villa Park.
Aston Villa 0-3 Swansea: Villa thrashed by Swans
Swansea City ease past Villa in the all-Championship clash to go through to the next round of the FA Cup.
Championship side Brentford edged League One outfit Oxford United in a 1-0 win while AFC Wimbledon grabbed a 90th-minute winner to defeat Joey Barton's Fleetwood Town 3-2 in an entertaining all-League One encounter at Highbury Stadium.
Fleetwood 2-3 AFC Wimbledon: Appiah is Dons' messiah
Kwesi Appiah's last-minute strike rescued AFC Wimbledon after Joey Barton's Fleetwood Town fought back from 2-0 down the in FA Cup 3rd round.
Earlier in the day, Ole Gunnar Solskjaer extended his winning start as Manchester United manager to five matches as the 12-time winners dismissed Championship side Reading 2-0 at Old Trafford. Juan Mata opened the scoring from the spot before Romelu Lukaku doubled the home side's advantage on the stroke of half-time.
Arsenal, meanwhile, made light work of League One Blackpool in a 3-0 win at Bloomfield Road despite arriving at the ground late after a fan had sat on the away team bus, blocking its route to the match. On the field, Joe Willock scored two and Alex Iwobi added another for Unai Emery's men.
Manchester United 2-0 Reading: Red Devils ease past Royals
First half goals from Juan Mata and Romelu Lukaku ensured that Manchester United proceed to the next round of the FA Cup.
Premier League strugglers Burnley made hard work of a 1-0 win over third-tier Barnsley in a match notable for a bizarre intervention by the video assistant referee (VAR) -- the system being used in nine of the 32 third-round ties.
Burnley were awarded a penalty for a foul on Matej Vydra before the interval but just as he was running up to take the spot kick, referee Simon Hooper indicated that the decision had been reversed by VAR because of an offside in the build-up.
Burnley manager Sean Dyche was left fuming but his mood improved when Chris Wood eventually sealed victory from the penalty spot in the second minute of stoppage time.
Burnley 1-0 Barnsley: VAR drama in Burnley victory
Despite having a penalty denied by VAR Burnley head into the next round with a winner from Chris Wood.
Brighton & Hove Albion beat Bournemouth 3-1 away in an all-Premier League affair with Anthony Knockaert, Yves Bissouma and Florin Andone all on target.
West Ham United's Marko Arnautovic was forced off due to a first-half injury in a 2-0 win over Birmingham City at the London Stadium. The Austrian forward scored the opening goal of the game before he was replaced by former England striker Andy Carroll, who wrapped up the match thanks to a second-half header.
West Ham 2-0 Birmingham: Carroll heads Hammers to the next round
Goals from Marko Arnautovic and Andy Caroll send West Ham into the next round of the FA Cup.
Shrewsbury Town of League One held the Championship's Stoke City to a 1-1 draw, while West Bromwich Albion defeated 2013 winners Wigan Athletic 1-0 to advance to the fourth round.