Clinical finishing in the second half saw Motherwell snatch all three points against Caley Thistle in Inverness. Scott McDonald cancelled out a first half Craig Brewster goal before Willie Kinniburgh popped up with a quick-fire winner for a 2-1 scoreline.
Caley Thistle were still missing six first-team regulars, including four through long-term injuries, although Canadian full-back Richard Hastings did make it back on to the bench.
The Steelmen were boosted by the return of Brian Kerr, William Kinniburgh and Phil O'Donnell to their line-up, with only Shaun Fagan missing out because of a groin strain.
The first opening fell to Caley Thistle when Ross Tokely's cross just evaded the outstretched boot of Barry Wilson, who had made a decent run into the box.
At the other end, Jim Hamilton chested down a free-kick to McDonald after 12 minutes, but he drilled over the top.
Midway through the first half, it was the Highlanders who made the breakthrough. Just seconds after Brewster headed on to the post from a Barry Wilson free-kick, he pounced in the box to head home from close range for his sixth goal of the season.
Five minutes later, he threatened once more, with a shot which was held by goalkeeper Graeme Smith. 'Well captain Phil O'Donnell came close to levelling amid a scramble in the box, but Grant Munro cleared it for a corner.
Craig Dargo could have doubled the lead when he was put through by Tokely, but the ex-Killie attacker shot straight at the keeper.
Motherwell's Richie Foran should have scored just after the restart when he beat the offside trap but, somehow, he flashed a drive wide from the edge of the penalty box.
On the hour mark, Dennis Wyness replaced midfielder Liam Fox to give the hosts a three-pronged attack. However, McDonald shot 'Well level when he beat Tokely to the ball and shot low past Brown into the far corner aftern 66 minutes. It was a cool finish from the attacker.
The game was turned on its head in the next move as the visitors took a shock lead. Substitute Brian McLean swept a cross in from the right flank and Kinniburgh pounced to head past the hesitant Brown in goal.
Motherwell's Jim Paterson connected with an Andy Smith delivery after 80 minutes, but watched in anguish as his effort was touched on to the bar by Brown.
In the closing seconds, McDonald should have netted again, but he headed a Paterson cross past the post from eight yards.