Scarborough Athletic were beaten late on at new National North leaders, King's Lynn on Saturday.
Boro fell behind inside six minutes and found themselves 2-0 down before half-time.
Manager Jono Greening made a double change at the break and replied within six minutes of the restart, through substitute Jake Charles.
Luca Colvile looked to have rescued a point for the Seadogs, five minutes from time.
However, the Norfolk hosts made it 3-2 within moments.
The result took them to the top of National North, while Boro are now fifth.
Greening told Scarborough Athletic TV he was proud of his side's efforts:
Boro take on Northern League Division Two highflyers Boro Rangers, on Tuesday night, in the semi finals of the North Riding Senior Cup.


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