Gillingham surrendered a two-goal lead at Burton on Saturday but then hit a stoppage-time winner.

Burton twice hit the woodwork during a dominant first half but Elliott List’s goal put the Gills infront and Callum Reilly added a second from the penalty spot.

Scott Fraser got Burton back on level terms with two goals in eight second half minutes but Josh Rees pounced to win it for Gillingham.

Reaction: Gills boss admits it was a tough watch on Saturday

Gillingham’s only changes came upfront as a recurrence of a thigh injury meant leading scorer Tom Eaves was left sidelined again, replaced in the eleven by Regan Charles-Cook.

Burton were playing days after a 9-0 hiding in the Carabao Cup semi-final against Manchester City but boss Nigel Clough had subbed some of his most important players with plenty of time left in that match, including their top scorer Liam Boyce and key midfield pair Jamie Allen and Scott Fraser.

The Gills were buzzing off their own cup exploits, having beaten Cardiff City in the FA Cup the previous weekend.

If Gillingham had hopes their hosts would be suffering a cup hangover they were in for a shock as Burton came out flying, dominating the early stages.

Boyce directed a header against the crossbar with just three minutes gone and Lucas Akins almost poked home a cross.

Burton were relentless, with wave after wave of attack, but they couldn’t convert. Luke O’Neill blocked a goalbound effort from Ben Fox.

Gillingham punished them by taking the lead against the run of play and on the break. List ran past defender John Brayford before tucking the ball home at the goalkeeper’s near post.

The goal knocked the stuffing out of Burton but Scott Fraser twice went close. One effort was deflected over and from a free-kick he clipped the outside of the post.

List had the ball in the net again for the Gills but had already been flagged for handball by the linesman.

In first half stoppage-time there was plenty of drama and a second goal for the Gills.

Burton defender Ben Turner received a yellow card for chopping down Regan Charles-Cook on the edge of the box, with the Gills man looking like he was clean through.

Referee Peter Wright decided against awarding a red card but he did point to the spot seconds later as O’Neill’s subsequent free-kick was handled in the box. Former Burton player Reilly sent the keeper the wrong way from 12 yards, netting his fifth goal of the season.

Like the first half, Burton started well early in the second. Boyce headed a chance wide and Will Miller’s shot was blocked by O’Neill.

The Gills had switched to 4-4-2 for the second half and List’s pace continued to be their best outlet, forcing keeper Bradley Collins into a save after Josh Parker had played him in.

Burton continued to look the more threatening, however, and they finally netted with 52 minutes played. Moments after Holy had saved well from Akins, Fraser shot through a crowd and found the net, in off the far post.

It was 2-2 on the hour as Miller broke down the left for Burton, playing in the impressive Fraser, and he smashed the ball home into the top corner at Holy’s near post.

Burton continued to dominate, lining up to shoot at times. Holy saved well to deny David Templeton but List, who had his shirt pulled when running in on goal, was denied by Collins’ fingertips.

There were six minutes added on at the end of the game and the Gills retook the lead in the first of those as List laid the ball off to substitute Rees and he fired home from close range to win it.

Burton: Collins, Brayford, Allen, Turner, Fraser, Akins, Fox (Clarke 71mins), Miller (Templeton 68mins), Hutchinson, Quinn, Boyce. Subs not used: Bywater, McFadzean, Sbarra, Wallace, Cole.

Gillingham: Holy, Garmston, O’Neill, Lacey, Zakuani (Ehmer 89mins), Ogilvie (Hanlan 57mins), Byrne, Reilly, Charles-Cook (Rees 76mins), List, Parker. Subs not used: Hadler, Nash, Simpson, Mbo.

Attendance: 2,634 (278 away)