Falkirk missed a penalty and had Mark Durnan sent off for an angry clash with Ayr goalkeeper Ross Doohan as they went down to Ayr at Somerset Park.
Declan McManus scored his second goal in as many games for the Bairns but Luke McCowan and Andy Geggan gave Ayr top spot in Betfred Cup Group G.
Falkirk played almost all of the second half with ten men after defender Durnan was ordered off by ref Barry Cook for an alleged headbutt after seeing a shot saved.
Doohan became public enemy number one for the Bairns fans behind his goal and he further frustrated them by saving Ian McShane's 77th minute penalty.
The game was held up for ten minutes to allow for a crowd outside to enter Somerset Park from the ticket-office.
When it did, Falkirk opened the brighter and were largely on the attack. Morgaro Gomis had the first shot fly wide, and Gregor Buchanan, the Falkirk captain, headed just wide from close in.
The Bairns were set up in a 4-2-3-1 formation and had been on top for the majority of the opening half hour but they were caught out by a bursting run on the left-wing by Luke McCowan. Morgaro Gomis noticed the charge too late and while he tracked his run the Honest Man's head-start was enough of an advantage to give him time to pick his spot high beyond Cammy Bell.
Immediately Falkirk went back on the offensvie and Buchanan wanted a penalty during a goalmouth scramble where he claimed his Bairns armband predessessor Aaron Muirhead hand handled his shot on the line.
Falkirk had been playing well in attack, if a little wayward with their final ball to McManus. Charlie Telfer and Aiden Connolly often got up alongside the on-loan Ross County man and both wingers were bright and threatening.
Telfer was a little too threateneing for Michael Moffat and, after running the ex-Dunfermline man ragged iwhile taking an Ayr corner to safety the ex-Rangers man nutmegged Mark Kerr only to be sliced down cynically by Moffat who was booked. Falkirk players wanted a more severe punishment, but that came later from ref Barry Cook. Telfer required a half-time fitness test before re-emerging for the second half.
The Bairns netted an equaliser just before the break when more harsh tackling in the midfield left Connolly prone as he linked with Telfer to play in McManus. A shot from an acute angle deflected off Daniel Harvie and looped over Doohan for the equaliser three minutes before the break.
The game changed after the interval when Mark Durnan strode forward unopposed and tested Ayr's goalkeeper with a high strike that Doohan beat out. Both mcManus and the defender joined the keeper in chasing the rebound and a skirmish ensued. After consulting his assistant Barry Cook booked the Ayr goalkeeper before running to the halfway line to dimiss Falkirk's Durnan.
Lewis Toshney replaced Connolly to maintain Falkirk's four-man defence and without the winger the Bairns attacking threat dulled, but they stuck to their principles with some decent link-up play between Telfer and McManus.
Eventually though the extra man told as Ayr prised open the Bairns and Andy Geggan tucked the home side back into the lead from close range on, but Falkirk were again immeidately on the attack after conceding with Buchanan in the thick of it.
He was pulled down by Muirhead on the edge of the box prompting Barry Cook to award a penalty and more angry jostling from both sides. Ian McShane stepped up and fired the spot-kick low to the goalkeeper's right, but Doohan matched it and kept his side ahead.
Robbie Leitch was pitched in for his debut in the second half and late on Denny Johnstone was a late roll of the dice for an equaliser by Ray McKinnon but Ayr held out to take top spot in the group.