Chasing the game from an early shock proved to be a step too far for Bedworth's U21s who never really imposed themselves on a resilient Quorn side.
Behind after 32 seconds when Owen forced home at the near-post from a corner United had to respond, they came close after 18 minutes when a miscued shot from Bradshaw fell to Cooper who snatched at the ball when only 8-yards out, his scuffed effort coming to nothing.
Bedworth pressed forward but found Redquist and Tebbatt in great defensive form for Quorn but fell further behind on 39 minutes when a defensive error saw the visitor's go two-up, a pacey Magondoza raced through to finish smartly.
The visitor's thought they had added a third-goal two minutes later but the goal was ruled out for offside.
Bedworth finished the half on the front-foot but lacked the nous to score when in and around the away teams penalty area with Quorn punishing The Greenbacks for their lack of punch. (H T 0-2)
Cook & Horne made two changes at the break to try and get a foothold in the game with Tetteh on for McCallum and Swiercz on for Noon and within five minutes of the restart it paid off, a strong Tetteh got the better of a Quorn defender and played in Cooper who took his shot early and fired home to give Doherty no chance. (1-2)
Quorn were now under the heaviest pressure of the game but United just couldn't get that likely looking equaliser, their closest effort was a cross-shot from Lock that was parried by Doherty.
A game changing moment came on 69 minutes Down's powerful effort from distance was goal-bound but a Quorn defender blocked well right on the line.
Nairn took the game away from United after 74 minutes, he showed good pace to cut inside the box and hit a delightful outside-of-the-boot effort wide of Bull in the home goal to make it 1-3, a shattering blow for Bedworth.
As the clock ticked down the home side tried to drag themselves back into the game, hopes were raised with 6 minutes left when Harris controlled well and finished nicely to make it 2-3.
Quorn started to drop deeper and late on Bedworth had 3 corners with no addition to their tally.
The drama continued as in the 93rd minute Quorn had a player red-carded, but less than 60 secs later they celebrated a hard-earned win when the final-whistle was blown, they are only the 2nd-team to beat The Greenbacks U21s this season.