For more than half an hour the Gills and their supporters were living in dreamland as they led against Premier League Stoke City thanks to Danny Kedwell's 11th goal of the season - but it wasn't to be.
Tthe Potters hit back with three goals in a 13-minute spell either side of the break to end the dream and book their spot in the fourth round of the FA Cup.
Former Gillingham boss Tony Pulis received a great reception from all around the MEMS Priestfield Stadium - but the same couldn't be said about referee Mark Halsey. The Premier League official, who was in charge of the infamous Manchester City play-off final back in May 1999 was jeered from most sections.
Manager Andy Hessenthaler made just one change to the starting line-up from the Aldershot game with Charlie Lee replacing the suspended Joe Martin, while Pulis named a very strong XI.
A frantic opening saw plenty of the expected high balls and long throws from Stoke but the Gills proved they were up for the battle, didn't shirk any responsibities and weren't afraid to put their bodies on the line.
It was the Gills who created the first opening in the 10th minute, a slip from Matthew Upson allowed Lee in behind and his cross was met by both Danny Kedwell and Ryan Shawcross with the former's header deflecting wide of off the latter.
On 16 minutes Priestfield was rocking as the Gills went ahead. A cross from Danny Jackman, playing at left-back, looked to be glanced on by Chris Whelpdale and Kedwell stole in to prod the ball past an exposed Asmir Begovic.
Kedwell fired into the side netting from an offside position before Curtis Weston, set up by Matt Lawrence's mazy run from the edge of his own box, fired over the top.
City's best efforts of the half came just after the halfway stage. Honduran international Wilson Palacios knocked a corner into the near post but Stoke skipper Shawcross only found the side netting with a glancing header, before Robert Huth put a header over the top.
Stoke's frustrations at hardly saw Rory Delap booked in the 32nd minute for a challenge on the excellent Weston.
Rather out of the blue Pulis' side levelled matters in the 34th minute. A Lawrence header was collected by Cameron Jerome and he laid the ball through for Republic of Ireland international Jon Walters who squeezed the ball under Ross Flitney from just inside the area.
Three minutes from the break City had a good chance to take the lead. Garry Richards was unable to cut out a ball forward, Jerome centered and Kenwyne Jones rose at the far post but he put his header over the top.
However a minute later the visitors led. A trademark long throw from Delap was headed against the bar by Shawcross and there was Jerome at the back post to lift the ball into the roof of the net.
Gillingham had given a great account of themselves in the opening 45 minutes and certainly didn't deserve to be trailing.
Any hopes of a comeback were extinguished just three minutes into the second-half Stoke went 3-1 up when a Palacios corner was met by a towereing header from Huth who gave Flitney no chance from around six yards.
Walters could have put the Potters out of sight when put clear but his hurried effort flew high onto the Town End, then another exocet from Delap found Jones head but Flitney was able to eventually tidy up.
The City management made two substitutions before Gills boss Hessenthaler withdrew leading scorer Kedwell in favour of Dennis Oli in the 63rd minute.
Two minutes later Luke Rooney was introduced at the expense of Lawrence and a reshuffle saw Lee go to right-back, Whelpdale swap from left to right and Rooney take the left-sided role.
Lee, who worked his socks off wherever he played, got in a great sliding challenge to deny substitute Ricardo Fuller who had just been introduced and seconds later Jack Payne got himself in the right place to block a shot from the Jamaican international.
Stefan Payne took the place of Lewis Montrose but it was again at the other end the action was at when Jerome went through but once again the striker failed to keep his effort down.
As time ticked by Rooney cut in from the right but his fierce drive was turned aside by Begovic at his near post and the Gills looked to end on a high.
Jackman seemed to be pulled back in the area but Mr Halsey waved away appeals and then skipper Andy Frampton failed to get a telling touch as Lee's corner fell invitingly.
The second yellow card of the afternoon was shown in the 86th minute, the recipient looked to be Lee and it looked as if it was for something he said.
Stoke were happy to see out time but did occassionally look dangerous, Walters sent one fierce shot inches wide of the target while Fuller hooked another chance over the top.
Gills: Flitney, Frampton, Lee, Richards, Whelpdale, J Payne, Kedwell (Oli 63), Weston, Lawrence (Rooney 65), Jackman, Montrose.
Subs: Fish, Davies, Rance, S Payne, Gazzaniga
Stoke: Begovic, Huth, Shawcross, Upson, Woodgate, Palacios (Whitehead 61), Delap, Shotton (Whelan 52), Jerome, Walters, Jones (Fuller 73)
Subs: Higginbottom, Diao, Pennant, Nash
Referee: Mark Halsey
Assistants: John Flynn & Harry Lennard
Fourth Official: Iain Williamson