Reading squeaked into the last-eight of the Women's Continental League Cup with a penalty shoot-out win over Group D leaders Chelsea after a 1-1 draw.
Jo Potter's free-kick put them ahead but Deanna Cooper levelled, and the Royals won 4-2 on spot-kicks to join the Blues in the quarter-finals.
Arsenal thrashed London Bees 9-0 to seal top spot in Group B, with Katie McCabe netting a hat-trick.
Manchester United beat Birmingham 3-1 to lead Group C and confirm progress.
Goals in the first and last minute from Lizzie Arnot and Ella Toone respectively, either side of Jane Ross' effort, secured the win against a Birmingham side who replied through Abbi Grant.
Coincidentally, Manchester United's win ensures that rivals and cup holders Manchester City qualify, with Birmingham missing out, while in a meeting of two sides that could not progress Everton signed off with a 3-0 win against Leicester.
Women's Super League side Liverpool failed to qualify despite a 3-1 win against Durham, as second-tier duo Sheffield United avoided defeat with a 2-2 draw against Coventry United and Aston Villa thrashed Blackburn 5-2 to move on at their expense.
Brighton's 4-2 win over London City Lionesses was enough to put them into the knock-out stages, and join Arsenal in the quarters, while Bristol City won 5-2 at Charlton.
While Chelsea and Reading moved on from Group D, West Ham and Tottenham both went goal crazy in their final bow in the competition - winning 7-0 and 6-0 respectively against Crystal Palace and Lewes FC.
Ties for the quarter-finals of the competition are scheduled to take place over 15-16 January.
Qualified teams: Aston Villa, Arsenal, Manchester United, Chelsea, Sheffield United, Brighton & Hove Albion, Manchester City, Reading