Considering the deficit facing them after Kris Martin made it 3-0 early in the second half, St. George's won respect, if nothing else, for the way in which they battled back against the champions last night at Devonshire Rec.

Never did they accept that they were going to lose this match, not after going 2-0 down just 10 minutes into the match and not even late in the contest when time and three goals suggested there could be only one result.

So much did the match hang in the balance after Clay Smith struck the second of his two goals in the 79th minute that it was Town who were relieved to hear referee Roddy Burchall's final whistle.

That goal set the stage for a thrilling finish as St. George's kept on the pressure in search of what would have been the most dramatic fightback of the season. In the end they fell just short as Town hung on to advance to the semi-finals.

The difference between the two teams was Town's goals early in the first half when Carlos Smith struck twice in the first 10 minutes.

The first came after just eight minutes when a good move by Town down the left saw Kris Martin chip the ball to the far post for Smith to score with a right foot shot past Troy Hall in goal.

Hall can shoulder some of the blame for the second goal just two minutes later as the telling pass again came from the left, this time from Ross Parsons, and Smith went up for a header near the penalty spot. Hall hurried out of his goal and called off his defenders but he never reached the ball as Smith beat him with his header.

The road back was always going to be a long one after that and it wasn't helped when St. George's missed a host of chances during a long period of pressure midway through the first half. Their problems continued with the loss of Stevie Dickinson with a hamstring pull in the 21st minute as Kervin Moreno replaced him.

Clay Smith missed a share of the chances for St. George's as he and Dean Minors combined up front to cause the Town defence some problems. Town broke out of the period of pressure and almost scored a third goal in the 36th minute when Pernell Douglas' long range shot whistled just inches over the bar.

It looked all over when Kris Martin made it 3-0 with a curling shot into the far post in the 50th minute after Smith set up the chance but St. Geroge's became even more determined and finally got their reward in the 73rd minute when Clay Smith scored with a header after a throw on the right by Herbie Bascome was knocked on by Minors.

Smith grabbed a second goal in the 79th minute when Town were caught flat by a cross from the left and he smashed in a volley from 10 yards.

Town: C.Davis; W.Rudo, W.Campbell, D.Lewis, H.Durham, P.Douglas (J.Marshall 78min), R.Parsons, K.Martin, K.Sharrieff, C.Smith, D.Simons (C.Anderson 70min).

St. George's: T.Hall; A.Todd, Q.Francis, H.Bascome, P.Bailey, S.Dickinson (Moreno 21min), G.Foggo, D.Richardson (C.Greaves 72min), M.Outerbridge, C.Smith, D.Minors.

Referee: Roddy Burchall Men of match: Carlos Smith (Town), Herbie Bascome (St. George's).

Southampton Rangers beat Social Club 2-0 in the opening Shield match with a goal in each half. Craig Darrell opened the scoring in the 31st minute and Rohaan Simons made it 2-0 in the 88th minute.