All-Ireland champions Kilkenny crashed out of the Walsh Cup on a day when Offaly, Galway and Wexford advanced to next weekend's semi-finals.
Cats boss Brian Cody fielded a depleted side as Offaly took full advantage to register a 1-16 to 1-13 win over Kilkenny at O'Connor Park in Tullamore.
Just two of last year's Kilkenny All-Ireland final-winning side started this game, with John Tennyson lining out in midfield and Richie Hogan leading the attack.
Kilkenny led by 0-10 to 1-6 at the interval, with full-forward Hogan, Michael Grace and John Mulhall most impressive in attack for the visitors.
Ger Healion netted Offaly's goal late in the first half and Joe Dooley's side continued to build momentum on the restart.
Corner forward Martin Boran brought Kilkenny back into contention with a well-taken goal, but points from Kevin Brady, Daniel Currams, Rory Hanniffy and Joe Bergin ensured a home win.
Offaly will face Galway in the semi-finals after the Tribesmen beat Laois by 4-24 to 2-17 after extra-time at Rathdowney.
Laois led by 1-11 to 0-7 at half-time in normal time, with John Rowney netting a 17th minute goal, while Galway defender Andy Coen saw red following a second yellow card.
The visitors bagged eight unanswered points - Ger Farragher, Donal Barry, Aonghus Callanan, Joe Gantley, Niall Cahalan and substitute Cyril Donnellan were all on target - to push 0-15 to 1-11 clear by the 59th minute.
Scores from John Brophy and John Purcell pushed Laois in front late on, but an eighth Farragher point set up two periods of extra-time.
Galway were sharper in extra-time, and returned to 15 men with last year's minor captain Richie Cummins introduced and hugely influential.
Cummins was fouled in the opening minute, Farragher netted the resulting penalty and with goals from Gantley and Cummins (2), Galway led by 4-19 to 1-15 at the break. Galway eased up in the second period, as Laois bagged a consolation goal from Willie Hyland late on.
Meanwhile, a brace of first half goals were vital as Wexford registered a 2-16 to 1-13 win over UCD at Gorey.
Colm Bonnar's charges had to dig deep following the sending-off of Darren Stamp. The wind-assisted hosts led by 2-9 to 0-6 at the break with Stephen Banville and Jim Berry netting goals.
UCD pegged a goal back from Cian Waldron in the closing stages, but Wexford had done enough to progress to a semi-final against Dublin next weekend.