Wednesday suffered spot-kick heartbreak on Tuesday as Derby won a dramatic FA Cup third round replay 4-2 on penalties.

Glenn Whelan and Kenny Lunt were the fall guys but Wednesday could hold their heads high after pushing the Premiership outfit right to the wire.

Steve Watson opened the scoring in the first half for the Owls but Kenny Miller ensured the tie went to a 12-yard shootout, from which the visitors emerged triumphant.

After the thrilling win over Sheffield United on Saturday, Brian Laws made two changes from the side that started the Steel City derby. With new recruit Ronnie Wallwork ineligible due to already having played in this season's FA Cup with Huddersfield, Steve Watson came into the engine room. Wade Small, meanwhile, replaced Burton O'Brien on the left side of midfield.

The visitors, rooted to the foot of the Premiership, started brightly and Lewin Nyatanga should have done better when presented with a chance from close range following an early Derby corner. But the defender, who netted against Portsmouth at the weekend, could only scoop his shot high over Lee Grant's crossbar.

Miller then threatened with a powerful near post effort which former Ram Grant did well to turn aside for a corner.

The Wednesday keeper was then forced into a smart double save, firstly by Craig Fagan and then skipper Todd, as Derby continued to press.

But the Rams' enterprise was promptly undone as Wednesday took the lead against the run of play on nine minutes. Jermaine Johnson's cross fell perfectly to the on-rushing Watson to slot past Lewis Price and claim his second goal of the season.

Small almost doubled the Owls' lead on 18 minutes. The winger played a cutting one-two with Marcus Tudgay and advanced into the box but fired over the top in front of the Kop with the goal at his mercy.

Small then forced his way past two challenges and poked an angled shot from 15 yards that deflected wide for a corner. Akpo Sodje tried a long-ranger from the flag-kick that failed to trouble Price.

In a rare Rams attack, Gary Teale came close to restoring parity, although there was more than a hint of offside as the wideman ran on to Giles Barnes' header.

Grant covered his angles well as Teale dragged his shot wide before the Owls rearguard turned to a man in protest to the referee's assistant given the lack of a raised flag.

Jermaine Johnson was seeing plenty of the ball and the winger narrowly missed the target with a snapshot after beating Nyantanga for pace. Whelan brushed the top of the Derby net moments later with a looping effort from the other side of the park.

Miller curled a 20-yard effort wide of Grant's left post as the Rams sought to get back on a level footing, but Wednesday were in the mood and the dangerous Johnson belted an angled cracker towards Davis that was deflected wide by Nyatanga.

Tommy Spurr then took his turn in the final third with a low drive from distance that Davis safely scooped, before Derby survived a strong penalty appeal for handball.

Derby lost Barnes to injury before almost going two down just before the break. Whelan swung a corner over that Fagan deflected towards his own net but Marc Edworthy spared his team mate's blushes on the line.

Derby were grateful for the half time whistle as former Owls boss Paul Jewell used the interval to rally his troops and clearly, his team talk did the trick. The Rams came out with far more purpose after the break and were rewarded on 47 minutes when Miller slotted past Grant from 20 yards to even the contest.

With the Rams' tails up, the game developed into a far more even affair as Wednesday saw their first half dominance wane. The tackles were flying in and Derby trio Andy Todd, Dean Leacock and Nyatanga each went into the book within five fiery minutes.

The tie threatened to boil over in the 72nd minute when Tudgay clashed with Stephen Pearson and a 20-man melee resulted in two bookings; Pearson for Derby and Spurr for the Owls.

A minute later, Edworthy also saw yellow but was fortunate to stay on the field after impeding the lightning quick Johnson near the halfway line with questions over whether the defender was the last man.

The temperature was rising but chances were at a premium, in total contrast to a far more flowing opening period. Referee Foy was taking centre stage and substitute Lunt became the eighth player booked on the night.

With just three minutes to go, substitute and former Rams striker Deon Burton was gifted the best chance of the half. A mix-up in the Derby defence saw the ball sit up invitingly for the Jamaican ten yards out but his vicious shot was deflected wide by Edworthy.

Burton tried an audacious lob moments later that was safety stored by Davis, before Miller skied a header from eight yards that could and should have settled the tie.

The Scot's miss was the last action of the requisite 90 and the game moved into extra time with little to separate the sides. Added to the drama was a substitute referee as fourth official Craig Grundy took the whistle from groin victim Foy.

The first opening after the resumption fell to Owls substitute Leon Clarke. The big striker, on for Sodje, swivelled ten yards out but his shot fizzed the wrong side of Lewis' post. Clarke then struck a low drive from the edge of the area that failed to trouble the Derby keeper.

The Rams enjoyed most of the possession as the clock ran down on the first period of extra time, albeit without creating any clear-cut chances.

The second period saw Clarke send a pacy drive into the midriff of Davis just after the first whistle. Substitute Rob Earnshaw, meanwhile, spun to hit a low drive that shot off Richard Hinds for a corner.

The Owls broke from the Derby attack, though, and Johnson launched into a 50-yard run that ended with a shot that curled the wrong side of the left post.

Lunt tested Davis from 22 yards before the referee called time and the tense penalty shootout began - and ended with Derby heading into round four on Saturday.

Owls: (4-4-2) Grant; Bullen, Hinds, Beevers, Spurr; Johnson, Whelan, Watson (Lunt 50), Small (Burton 80); Sodje (Clarke 70), Tudgay

Unused subs: Wood, Gilbert

Derby: (4-4-2) Price; Edworthy, Leacock (Moore 82), Davis, Todd; Pearson, Barnes (Lewis 42), Teale (Earnshaw 106), Nyatanga; Miller, Fagan

Unused subs: Hinchcliffe, Macken

Referee: Mr C. Foy

Attendance: 18,020