LIVELY strike play and sleepy defending from both sides produced a thrilling goal-fest in the Northern Section quarter-final of the Johnstone's Paint Trophy.

It looked like Chester were going to slump to a cricket score on Wednesday night when Paul Shaw opened the scoring after just 30 seconds for the Spireites.

Paul Hall sprinted into the box and just flicked a ball across to Shaw on the edge of the 18-yard box which he somehow managed to get his foot around and it crept inside Jon Danby's post.

Four minutes later it could have been two when Paul Hall's cross hit the bar and dropped into the six-yard box but Paul Linwood cleared.

Caleb Folan then burst through in the 12th minute. Ashley Westwood got between him and the ball but a communication breakdown between the defender and Danby almost let the big centre forward in.

Then Chester did something they have not done all season, they conceded from a set-piece.

A corner to the far post was headed back across goal and slack marking allowed Folan to bury his header to make it 2-0.

Things were looking bad for Chester and they could not seem to retain possession.

Linwood had a free kick awarded against him for pushing on 18 minutes.

It was another dubious decision against the unlucky defender, but Alan O'Hare's shot was saved by Danby.

One minute later Linwood and Chester's luck changed.

Semple - a livewire down the left wing in his first start since a loan move from Lincoln - won a corner which Martinez whipped in.

Unmarked, Linwood powered home his header to give Chester hope.

That hope turned to expectation as Roy MacFarlane's men switched off.

Chester began to pressure the League One outfit and they had no answer.

Semple again raced down the wing and rode a clumsy tackle. Referee Scott Mathieson, who allowed the game to flow, played advantage, Semple crossed and Laurence Wilson stole in to head the equaliser on 26 minutes.

In the second half Chester seized the initiative when Semple fired a long-range shot onto the bar, Wilson headed it back and Gregg Blundell bundled it over the line giving Chester the lead just two minutes in.

But on 50 minutes Hall won a corner which was played towards Downes who was again badly marked to equal-ise for the home side.

Five minutes later Hall crossed to Folan and his header hit the bar with Danby stranded and it was not long before Chesterfield regained the lead.

Another corner was lifted over by Kevan Hurst and Downes met it again with his head to make it 4-3.

Young Paul Rutherford replaced Wilson a tiring Semple was swapped for Chris Holroyd and captain Steven Vaughan was taken off for his brother James to come on as Wright looked tried to get his team back into the game.

Just five minutes from time Paul Linwood's long throw into the box was cleared to Rutherford on the left.

He crossed it in for Phil Bolland to head home and draw level.

Blundell had a chance to win the game in the final minute of stoppage time but had no support and the chance fizzled out.

The game went straight to a penalty shootout with no extra time and Hurst, Hall and keeper Barry Roche all scored.

Unfortunately only Blundell could find the net as the Spireites ran out 3-1 winners from the spot.