Motherwell were brought back down to earth after back-to-back Premiership wins when two goals in a five-minute spell gave Kilmarnock their first league win of the season.
Danny Armstrong scored one and set up the other as Killie came roaring back from Kevin van Veen's early opener.
Armstrong squeezed a low shot into the net past Liam Kelly in 71 minutes, and five minutes later his free kick found Ash Taylor to power in a header and give the hosts the lead.
