MORECAMBE Reserves saw a 2 goal lead slip with 26 minutes to go as they lost 3-2 at Rotherham United.
It was Rotherham who had the games first effort, when Kuda Muskwe picked up the ball 25-yards out before firing a low effort which was saved by Niall Maher.
Muskwe threatened again four minutes later, Potter initiated a move which allowed the striker hit a powerful effort from the edge of the area.
The Shrimps' first attempt came when Lamin Jagne headed wide from Ben Hedley's free-kick.
Before Jagne's burst into the penalty area was smartly saved by Laurence Bilboe in the Rotherham United goal.
Rotherham substitute keeper George McMahon was forced into a brilliant save to tip Carlos Mendez-Gomes' effort around the posts and from the corner, Jack Osborne cleared off the line.
Minutes later, it should have been 1-0 to the Shrimps, Reece Deakin through on goal could only fire wide.
Rotherham could have opened the scoring themselves minutes later, Tom Maguire was denied by a smart stop from Maher which went for a corner, which was cleared.
Jagne then managed to get a good strike away but Deegan Atherton was in the away and it goes behind.
Kyle Hawley then broke in behind but was denied by a smart stop from McMahon, before the break Maher managed to get a finger-tip onto Joshua Kayode's effort to deny his goal-bound effort.
Half-Time: Rotherham United 0-0 Morecambe.
It was the Shrimps who started quicker after the break, and after a minute of the restart they opened the scoring, Mendez-Gomes applied a smart finish from close-range to give the visitors the lead.
Eleven minutes later, it was 2-0, Jagne and Mendez-Gomes combined and it was the latter who got his second by slotting into the bottom corner.
Rotherham almost responded straight away but Maher did well to deny Muskwe as he cut inside and fired a shot towards the far post.
Five minutes later, the hosts pulled a goal back, Maguire's corner was headed into the net by Muskwe, they couldn't could they?
Maher did well to get down to his right, to palm away Muskwe's header, but with sixteen minutes to go they pulled level.
Maguire played inside to Muskwe who set-up Osborne from 25-yards which left Maher no chance in stopping the effort and into the net.
Rotherham almost took the lead moments later, Mason Warren played a good reverse pass found Muskwe in behind and both his efforts were blocked.
With eight to go Rotherham completed an incredible come-back, a brilliant pass from Warren found Maguire in behind, and he slotted beyond Maher to put the hosts into a lead.
It could have been four moments later, Maguire burst to the byline and cut-back well for Muskwe who couldn't get it out from underneath his feet.
Ben Wiles stepped inside and smartly does a Cryuff turn away from his man and fired an effort on target but Maher saved well.
Full-Time: Rotherham United 3-2 Morecambe
Rotherham: Bilboe, Osborne, Hinds, Warren (Capt), Atherton, Southern-Cooper, Kayode, Muskwe, Wiles, Maguire, Potter.
Subs: McMahon, Johnson, Hutchinson, Martin, Murr.
Morecambe: Maher, Lund, Davis, Brownsword, Brough, Hedley (Capt), Campbell, Jagne, Hawley, Mendez-Gomes, Deakin.
Subs: Jumeau, Eme, Dutton-Kay, Dorward.