Port Vale are out of the Football League Trophy.
Manager Neil Aspin made four changes from the FA Cup tie at the weekend.
Tyler Denton, Billy Reeves, Marcus Harness and Tyrone Barnett started the game in place of Anthony Kay, David Worrall, Michael Tonge and Tom Pope.
Cristian Montano gave the Valiants the perfect start with a goal in the opening minute.
The visitors equalised on 68 minutes through former Vale player Louis Dodds.
And the League One outfit clinched victory through Shaun Walley nine minutes from time.
Neil Aspin said: "In the first half against a good team, we gave a good account of ourselves but in the second half they made a couple of changes and pushed us back.
"The first goal should have been avoided, it was a repeat of goals we have conceded lately and then to be fair the second goal, it's a good ball and a good finish.
"But on the whole, I can take positives from tonight but we must take them into Saturday's game."
The Vale are back in league action on Saturday when they entertain Cambridge.