Steve Lovell's first goal for Falkirk was enough to move his side into the quarter-finals of the Co-operative Insurance Cup after a second-half scare.
Neil McCann's 29th-minute opener handed John Hughes' men a deserved interval lead, but Irn-Bru first division side Queen of the South rallied after the break to draw level through Stewart Kean. However, Falkirk - semi-finalists in 2007 - regrouped, with striker Lovell marking his first start with the winner 17 minutes from time.
Queens started well, playing on the counter, and as a result, Falkirk were reduced to efforts from distance. McCann and striker Graham Barrett were both off-target with shots, as was midfielder Kevin McBride as frustration grew.
The tension was dispelled, though, just before the half-hour. Jackie McNamara took possession and his deep, teasing cross was met by McCann, who wrapped his foot around a left-foot volley that flew past the helpless Cameron Bell.
Queen started the second period in far more positive fashion, with Stephen Dobbie soon curling just past. But it was a warning Falkirk failed to heed as last season's defeated Scottish Cup finalists found an equaliser a minute before the hour mark.
Scott Robertson's ball down the right was simply not dealt with by the Clydesdale Bank Premier League side and striker Stewart Kean took full advantage to lift the ball over goalkeeper Robert Olejnik.
Queens had finally sprung to life and Hughes sought to stem the tide by throwing on midfielders Patrick Cregg and Burton O'Brien. The tactic immediately paid a dividend, as Irishman Cregg released Lovell. The former Aberdeen striker sprung the offside trap, raced in on goal, rounded Bell and slot home.
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