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Gillingham came from behind to beat Luton in the Johnstone’s Paint Trophy second round clash.
Luton went ahead late in the first half with a goal from Cameron McGeehan.
But Max Ehmer levelled the scores and substitute Bradley Dack struck late on to win it for the Gills.
Gillingham boss Justin Edinburgh made the maximum-allowed five changes for Tuesday’s second round Trophy match.
The Gills received a bye in round one and were taking on a Luton team who were in good form in League 2, boasting four straight wins.
Gillingham were the only Football League team to have scored more goals so far than the Hatters, but the opening half failed to take off.
The Gills had the majority of the early possession but chances from Brennan Dickenson and Luke Norris failed to trouble keeper Mark Tyler. Cody McDonald volleyed a shot over the bar from a Jake Hessenthaler corner.
Luton had barely threatened upfront before they took a 41 minute lead. A neat build-up ended with a deflected cross from Dan Potts which McGeehan converted at the far post.
They went close to adding a second moments later, with a low shot from former Gills man Olly Lee, but stand-in skipper Stuart Nelson got down well to save.
Luton made a triple substitution at the break but the Gills livened up after the interval, causing problems down the right flank with McGlashan and Osadebe linking up well. Luton’s change of formation gave the hosts space out wide to exploit.
Despite their improvements the Gills were almost two down with an hour gone. The ball was given away upfield and Luton broke. Josh McQuoid had a shot blocked by Harry Lennon and the follow-up saved by Nelson.
Gillingham were back level on 65 minutes when a Dickenson corner was only half cleared, McDonald had a shot blocked and Ehmer drove the ball home.
Nelson needed to make a smart move with 13 minutes left, racing off his line to deny Jack Marriott, after the former Gills loanee raced onto a ball over the defence.
With seven minutes left the Gills went ahead. Substitute Bradley Garmston skipped past a defender and his cross found its way to Dack, who guided the ball home from close range.
Gillingham: Nelson, A Morris, Dickenson (Garmston 74mins), Lennon, Ehmer, Houghton (Dack 66mins), Osadebe, Hessenthaler, McGlashan, McDonald, Norris (Williamson 62mins). Subs not used: G Morris, Wright.
Luton Town: Tyler, Potts, Lawless, McGheenan (Green 46mins), Okuonghae, Lee (Griffiths 46mins), Guttridge (Hall 46mins), McQuoid, O’Brien, Doyle, Marriott. Subs not used: Justham, Wilkinson.