HARTLEPOOL United blew a first half lead to go down 2-1 to Gillingham at Priestfield.
Pools nosed in front in the opening 45 minutes when James Brown poked home after a Ritchie Humphreys long throw caused chaos in the home penalty area.
But the hosts turned the match on its head after a second half double from Dennis Oli, who capitalised on some calamitous defending from the visitors.
Pools boss Danny Wilson handed a debut loan signing Eddie Nolan and the Blackburn defender slotted in at right-back with Ali Gibb moving onto the wing.
With former Sunderland defender Ben Clark ruled out with a hamstring injury, there was a recall for borrowed Liverpool centre-back Godwin Antwi and striker Joel Porter dropped down to the bench.
The hosts – under new boss Mark Stimson – deployed a 4-5-1 formation making the midfield area rather congested.
The opening quarter saw little in the way of chances with Chris Dickson firing high over the top for the Gills early on and Ian Moore driving straight at keeper Simon Royce as close as either got.
The game sparked to life on 22 minutes when Gibb beat his man down the right and his low cross flashed across the face of goal.
Just 60 seconds later Dickson got in behind but shot straight at keeper Jan Budtz from a tight angle.
Pools opened the scoring on 25 minutes when BROWN grabbed his eighth goal of the season when he pounced on a loose ball in the box and drilled home from eight yards.
It was almost two just three minutes but Royce made an incredible save to keep out Richard Barker's diving header from Gibb's wicked cross.
The disjointed Gills almost hit the self-destruct button soon after when there was a mix-up between Adam Bygrave and his keeper at a passback but Royce just got back in time to recover.
The hosts levelled just 47 seconds after the re-start after central defenders Antwi and Michael Nelson go themselves into a mess at the back.
Both misjudged a wind-affected ball on the edge of the box and OLI pounced to flick it past the advancing Budtz.
Pools were creaking and the Gills went close on 50 minute when Craig Stone lashed a drive across goal which whistled inches past the far post.
Winger Gibb saw a back-post effort brilliantly blocked on the line by Thurgood but Pools had Nolan to thank for doing likewise just seconds later after Dickson went through and lobbed Budtz.
The hosts took the lead on 58 minutes when OLI skipped past two defenders and then slid the ball through the legs of Budtz at the near post from close range.
Shell-shocked Pools saw a low 20-yard drive saved by Royce and Moore failed to steer home the rebound.
Pools could have went further behind when Mark Bentley caught his half-volley flush but Budtz got down sharply to his left to block.
Full-time Gillingham 2-1 Pools
GILLINGHAM: Royce, Thurgood, Oli (Freeman 82), Bygrave, Griffiths (Miller 53), Bentley, King, Dikson, Clohessy, Stone, Armstrong.
Subs: Stillie, Southall, Brown.
Booked: Thurgood (43 foul).
POOLS: Budtz, Nolan, Nelson, Antwi, Humphreys, Gibb (Foley 78), McCunnie, Boland, Brown, Barker, Moore.
Subs: Elliott, Porter, Sweeney, Robson.
Referee: R East (Salisbury).