Offaly put in a brilliant second-half display to upset the odds and knock out Meath at Gracefield.
The Faithful men played the second half with 14 men after Paul McPadden was dismissed in first-half injury-time. Meath were left to rue missed goal chances as Offaly and substitute Mark Young turned on the style in the second half.
Young finished with 1-2 as Anton Sullivan, Declan Hogan and Graham Guilfoyle helped the Offaly cause.
Meath had looked the better team in the opening half, but they still could only go in level at 0-5 each at the break. Bernard Allen kick- started Offaly in the second half and Young then found the net after 40 minutes.
Meath had Daragh Maguire sent off in injury-time as Offaly marched on.
Scorers -- Offaly: M Young 1-2, B Allen, A Sullivan (1f, 0-1 '45') 0-3 each, J Ledwith 0-1. Meath: S Gillespie 0-4 (2f), D Carroll 0-2 (1f), S Tobin, P Fox, A Forde 0-1 each.
Offaly -- G Shiel; D Hanlon, E Rigney, J Kavanagh; S Hannon, J Ledwith, J McPadden; D Kelly, M Brazil; D Hogan, A Sullivan, G Guilfoyle; T Spain, B Allen, P McPadden. Subs: M Young for T Spain (26), S Cullen for B Allen (60).
Meath -- C McHugh; C McConnell, B Dillon, J Quigley; P Fox, C Lenehan, D Maguire; B Menton, S Tobin; D Larkin, M O'Sullivan, D Carroll; S Gillespie, N Murphy, P McKeever. Subs: A Forde for N Murphy (23), C Devereux for D Larkin (h-t), D McGovern for P McKeever (56), F Toolin for S Tobin (56).
REf -- D Maher (Westmeath).