AET: Clarets won 4-2 on penalties.

BURNLEY manager Steve Cotterill said he would fully expect his side to win a penalty shoot-out, in any competition, given the number of spot-kick experts they now have at their disposal.

Andy Gray, Kyle Lafferty, Robbie Blake, Jon Harley and new signing David Unsworth are now all in the takers' frame. Ironic, really, after the Clarets went 16 months without a penalty award until the penultimate game of last season at Sunderland, which Gray converted against his former club.

And, after the Clarets failed to avoid a late night in Cleethorpes, he was among those who secured a passage to round two - Blake, Alan Mahon and James O'Connor being the others - after Burnley and League Two Grimsby could not be separated after normal or extra time.

Cotterill said he would ring the changes, and he was a man of his word as nine new faces made their way into the starting line-up from Saturday's opening day win.

Grimsby, meanwhile, remained unchanged from the side which began the campaign with a 1-1 draw with Notts County, retaining the 4-5-1 formation that had served them well at the weekend.

Burnley matched them across the middle, with Lafferty, following an impressive performance on the left after coming on as a first-half substitute against the Baggies, starting out on the right flank, leaving Ade Akinbiyi as the lone target man.

This fixture has seen its fair share of goals down the years, not least the 6-5 league defeat Burnley suffered at Blundell Park in October 2002, in which Blake, in his first spell with the Clarets, scored twice.

But it took a while for both sides to work each other out and there was little in the way of significant goalmouth action inside the first 15 minutes.

The Mariners occasionally resorted to the long ball in search of the well travelled Isaiah Rankin, but the weather played a part in foiling that plan as the ball sprung up high off the slippy surface and the wind carried it further away from his feet.

Burnley, however, were building paths to goal with neat passing and movement, looking to seize opportunities when they arose.

And as a result of that approach, Mahon had the best chance to open the scoring after bursting onto a chested down ball 22 yards out and tearing forward as the defence parted, but his left-footed effort curled the wrong side of the post.

Grimsby reacted to that chance with a good build-up of their own, and got the better of Unsworth for arguably the only time in the game. Danny Boshell chipped the ball over the head of the former Everton defender for Rankin to run on to, but Michael Duff was alert to the move, closed him down quickly and denied the ex-Brentford front man the chance to get a shot on target.

The lively striker should have done better with a gift of an opening just after the half-hour when he was picked out by Ciaran Toner after being left unmarked in the area. But the 29-year-old became disoriented after getting his feet in a tangle and fired horribly wide.

Brian Jensen, who had been largely redundant despite a flurry of activity by Grimsby, was then forced into the first save of the night, getting down comfortably as Toner's left-wing delivery was flicked back off Unsworth's head and dropped for Till at the far post.

Stephen Foster then responded for the Clarets to test goalkeeper Phil Barnes for the first time. The ball was sprayed wide for the right back to pick up after Mahon was tackled on the edge of the box. Foster picked his spot and struck it low and hard but Barnes smothered it.

Burnley altered their shape for the second half, reverting to a four-man midfield and switching Steve Jones from left to right, putting Mahon on the left and moving Lafferty upfront alongside Akinbiyi.

But Grimsby made good use of their extra man in the middle, later switching to 4-4-2 themselves, and started the second half on the front foot, winning a host of corners from which teenage full back Ryan Bennett, in particular, looked to punish.

The Mariners also looked increasingly dangerous in open play, and last man Unsworth made a superb tackle to deny Boshell when he was clean through on goal, Paul Bolland was unlucky to see his 25-yarder rise just over the bar, while Toner clipped the outside of the far right post with his cross-shot.

A double substitution just after the hour gave Burnley a new lease of life.

Gray and Blake entered the fray in place of Akinbiyi and Lafferty and had an immediate impact.

Barnes could count himself quite fortunate to have been on the pitch to save Mahon's free kick after charging out of his area and tripping Gray to concede the foul. The referee brandished a yellow card. Another match official might not have been so lenient.

But it was probably the right decision with Gray unlikely to have had a clear sight of goal.

Mahon's curling, dipping free kick needed the finger tips of Barnes to keep it out, and for the next five minutes Grimsby had some defending to do as Burnley kept the ball alive in and around the box.

But in a scene almost reminiscent of Saturday's breakaway West Brom goal, they were carved open on a quick break and it needed Jensen's quick reactions and outstretched legs to deny Boshell in a one-on-one.

Gray was unlucky not to toepoke the ball past the advancing Barnes in response.

But Grimsby refused to lie down and, the two sides turned a drab first half on its head to get the almost 2,500-strong on the edge of their seats.

The Mariners found another gear to end the 90 minutes on top and force extra time.

Toner might even have snatched a late scalp but blazed over from midway inside the box then saw another chance cleared after his low strike bobbled up and out of Jensen's hands.

Grimsby drew first blood seven minutes into extra-time.

Substitute Danny North was released down the left flank. Duff sprinted alongside him but as North had only been brought on in the 59th minute he had more in his legs. Jensen slid out to try to make a block, as he had done successfully moments earlier to deny Bolland. But North skipped past him and slipped the the ball into the bottom right corner for Grimsby's 7,000th goal in all competitions.

North almost wrapped it up, with a 25-yard screamer, but Jensen produced a wonderful save to tip it onto the top of the angle.

But with Blake and Gray's late introduction, they were always capabale of posing a threat, and the second the Grimsby defence switched off, they pounced.

Blake picked out Gray in acres of space inside the area, and last season's top scorer slotted the ball into an empty net for his second in as many games.

Penalties were, by now, inevitable, and Blake got Burnley off the mark straight away.

Toner blazed over. Advantage Burnley.

Harley struck his well to the keeper's left, but Barnes guessed the right way and saved.

Although Jensen went the right way he couldn't prevent Tom Newey from levelling matters.

Gray buried his to put the Clarets back in front. Jensen saved well from Nick Fenton.

Mahon gave Burnley breathing space with a confident spot-kick down the middle.

North reduced the gap, but after two Grimsby misses, James O'Connor had to hit the spot.

And the Dubliner made no mistake to put Burnley through to round two and end a spell of 33 years without a win at Blundell Park.