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Gillingham suffered a late defeat in their FA Youth Cup match against Ipswich Town.
The visitors won the game three minutes from time through Kai Brown.
Ipswich had taken the lead through Armando Dobka but a great finish from Roman Campbell levelled it up early in the second half.
Away wins over Cheltenham, Wimbledon and Blackburn had earned the Gills a spot in round four of the competition.
Campbell had Gills’ first meaningful chance, lobbing an effort just over the bar and later on saw his header saved by the keeper.
Town’s Tommy Hughes went close with a lobbed effort of his own and as the pressure on the home goal increased, the visitors eventually took the lead. Gills keeper Joe Walsha did well to deny Dobka after he was played in but then conceded just before the break.
Hughes’ driven shot was parried by Walsh and the ball fell into the path of Dobka, who took full advantage to fire home the opener.
Toby Bancroft struck a chance wide for the home side early in the second half and an equaliser did arrive, through Campbell. Jimmy Witt delivered the cross for the front-man at the far post and he curled the ball home.
It was Ipswich who struck the decisive second goal, scoring on 87 minutes. Brown was in the right place to net after a free-kick came off the bar.
Gillingham: Walsh, Scarlett, Witt (Blanks 81mins), Lamb (Laing 87mins), Sheminant (Hards 86mins), Fernandez, Arthurs, Bramble, Campbell, Noyelle, Bancroft. Attendance: 369