It was the first time Spurs Ladies had progressed to the last 16 since the mid-1990s and the first time the club had faced a Women's Super League team in competitive action.
Notts County lined-up with 10 England internationals - current, past and Under-23s - but Spurs defended for their lives and didn't give an inch at County's Meadow Lane.
In the end, two goals in the last two minutes from substititute Fiona O'Sullivan - and Irish international - pushed the final scoreline out to 4-0 but the Spurs girls gave their all.
County enjoyed the territorial advantage throughout but Avilla Bergin had the first effort on target on 13 minutes before the home side opened the scoring three minutes later. We lost possession in the right channel, Ellen White threaded through to Sophie Walton who finished.
Dani Buet fired just wide from 25 yards and Toni-Anne Wayne stood firm to block from White at her near post on the half-hour.
Spurs put their bodies on the line to keep it at 1-0 at half-time as Jenna Schillaci blocked from Jess Clarke, Alex Keown denied the same player and then Alex cleared off the line. White volleyed just wide to end the half.
Still in the game at 1-0 down, the ladies were hit with a body blow less then a minute into the second half as White drilled home from close range for 2-0.
Bianca Baptiste swung in a couple of dangerous crosses on 50 and 53 minutes, the second just too far in front of Katie O'Leary, but play soon switched back to our end where Toni-Anne did well to keep out Susi's volley.
County continued to dominate possession but only really had Alex Greenwood's 30-yard humdinger that rattled the crossbar to show for their efforts until the final minutes, when Irish international Fiona O'Sullivan, off the bench on the hour, scored after a scramble (89 minutes) and then headed home from Greenwood's corner (92nds minute).
That was a shame for the Spurs girls, who gave every ounce of effort and travelled home from Meadow Lane with pride intact.
Notts County Ladies: Carly Telford, Dunia Susi (Aileen Whelan, 59), Alex Greenwood, Dani Buet, Fern Whelan, Jess Clarke (Fiona O'Sullivan, 59), Rachel Williams (Leanne Crichton, 84), Ellen White, Sophie Walton, Amy Turner, Laura Bassett. Unused subs: Juliana Draycott, Jess Sigsworth.
Spurs Ladies: Toni-Anne Wayne; Lucia Leon, Alex Keown, Jenna Schillaci, Sophie McLean; Wendy Martin, Maya Vio, Riana Soobadoo (Robyn Downie, 89); Bianca Baptiste, Katie O'Leary (Andra Marcoci, 80), Avilla Bergin (Leah Rawle, 84). Unused sub: Lauren Picton.
Below: Wendy Martin takes on Rachel Williams