JACK Butterfill's first professional goal and a stunning Ziyad Larkeche free kick sealed victory for Michael Duff's side tonight against Newcastle u21s.
The Reds left it late to beat their opponents, but two debutants grabbed the goals at Oakwell.
Barnsley made 11 changes from their 3-0 victory at Cambridge on Saturday.
There were first starts for new loanee Ziyad Larkeche, Adam Phillips, Josh Martin, Jamie Searle and Fabio Jalo.
The Reds were without their two first choice 'keepers as both Brad Collins and Jack Walton were ruled out through injury.
Searle started between the sticks following his brief appearance against the Us, with young keeper Paul Cooper picking up his place on the bench.
The Reds nearly broke through inside the first five minutes as Josh Martin took the ball down and looked to play through highly-rated Fabio Jalo - but it was just too much for the youngster and the ball was safely collected by Newcastle 'keeper Jude Smith.
The first real chance of the game came for the away side Jay Turner-Cooke's fierce shot went just over from 20 yards.
It took 12 minutes for Barnsley's first real chance as Nicky Cadden whipped in a fantastic cross straight onto the head of Jalo, but his header went just wide - he was later judged to have been offside.
The next opportunity for the Reds came in the 34th minute as Josh Martin skipped past a few defenders before playing in Slobodan Tedic, whose cross then narrowly missed Jalo inside the 18-year- box.
Five minutes later and the Reds had two fantastic chances to take the lead.
First, Tedic tested the Newcastle 'keeper who provided a fine save to turn it round for a corner.
Then, from that corner, Joe Ackroyd rattled the crossbar from a header.
The best chance of the first half fell to Tedic who somehow didn't turn Larkeche's cross home, missing the goal from two yards out.
Just minutes into the second half and the Serbian forward then forced Smith into a smart save - Josh Martin then should have opened the scoring but saw his effort well saved.
Barnsley continued their dominance and Hondermarck nearly fired home but his volley was straight down the throat of Jude Smith.
Jack Butterfill scored his first professional goal in the 78th minute as his shot rippled into the back of the net at the second time of asking.
He'd only been on the pitch for five minutes before claiming his first goal in the Reds first team.
Ziyad Larkeche then scored an absolute stunner with six minutes to play, as he smashed a free kick in to the top left hand corner of the goal.
He'd picked up a knock just before the first goal but he picked himself back up and fired the Reds 2-0 in front.
The game finished 2-0 and was a much-deserved win for the Reds.
They face Doncaster Rovers in the next game of the competition.