Saints edged a five goal game at St. Mary's with goals from Lee Barnard, Rickie Lambert and Papa Waigo.
The hosts fell behind on ten minutes to Andy Monkhouse's first time shot, but quickly evened the score through Lee Barnard's close range header.
Alan Pardew's men turned the game on its head going into half time after a fine finish from Rickie Lambert who showed his predatory nature outside of the area once again with a controlled long range shot.
Two goals in as many second half minutes threatened to pave the way for an even higher scoring contest, but Papa Waigo's third ended Saints' scoring on the night before United's Neil Austin scored perhaps the pick of the goals with a stunning long range reply.
Saints: Davis, Harding, Fonte, Seaborne, Mills, Schneiderlin (Wotton 46), Hammond, Puncheon, Papa Waigo, Barnard, Lambert (Connolly 79). Subs (not used): Bialkowski, Jaidi, Perry, James, Oxlade-Chamberlain.
Hartlepool: Flinders, Austin, Humphreys (Brown 58), Collins, Clark, McSweeney, Monkhouse, Sweeney, Hartley (Jones 58), Gamble, O'Donovan (Mackay 89). Subs (not used): Boyd, Haslam, Cook, Bjornsson.
Referee: Mr. A D'Urso (Essex)
Attendance: 18,072 (including 195 away)
Papa Waigo was recalled to the starting line up as Adam Lallana missed out with a knock, but Saints were otherwise unchanged from Saturday's win at MK Dons beginning the game in a 4-3-3 formation with Jason Puncheon and Dean Hammond either side of Morgan Schneiderlin in the middle of the park.
Hartlepool kicked off attacking the Chapel End on a cool night with light drizzle in the south coast air at St. Mary's.
An uncharacteristically indecisive start from Saints saw the hosts serve an early warning when Sunderland loan striker Roy O'Donovan scuffed a shot wide in the third minute of Kelvin Davis' goal.
Hartlepool were adventurous early on and were rewarded for their endeavour when Andy Monkhouse was on hand to give them the lead on ten minutes with a smart low finish from O'Donovan pass to the right of the area.
Alan Pardew's men responded well and soon levelled in the thirteenth minute when Papa Waigo's cross from the right was headed on to the crossbar by Puncheon but Barnard was alert to nod home the rebound inside the six yard box.
Some lively exchanges form both sides brought the game to life and a free-kick from over 40 yards brought cheers of 'shoot' to Rickie Lambert as he lined up another strike from distance on 20 minutes.
His delivery reached the back post where Puncheon was narrowly denied from getting his head to the ball by Anthony Sweeney's clearance. The United midfielder's bravery did leave him needing treatment, however as he clattered into the Saints number four.
The hosts were now playing with more freedom as they knocked the ball around comfortably in United's half, and shortly after Dan Harding's low shot which was held by Flinders, Saints produced a move which deserved more.
A counter-attack with Waigo heavily involved led to the Senegalese front man playing the ball back into Lambert's path, and as the striker danced his way through the area there only looked like one outcome, but the shot was weak as the Pools' 'keeper held on.
Lambert's next strike at goal was somewhat more powerful as he clipped the top of the net from a 35 yard free-kick which Flinders would have stood no chance with had it dropped a couple of inches lower.
Seven minutes before the break Saints took the lead with a goal from the Club's top scorer.
Puncheon's lofted ball on the left was misjudged by defender Ben Clark, and whilst Lambert still had a lot to do, he kept his cool to turn and smash as low shot into the bottom left corner with a well struck effort to make it 2-1.
Saints remained in the ascendancy towards the end of the half, with Flinders alert to punch clear Joseph Mills' cross under pressure from Lambert and Waigo, before Harding cut inside from the right and blazed a shot wide.
The visitors nearly hit back in stoppage time though when Joe Gamble's firm strike from the edge of the area deflected narrowly wide of the left post off Jose Fonte.
Half Time: Saints 2-1 Hartlepool United
Morgan Schneiderlin was replaced by Paul Wotton as Saints got the new half underway picking up from where they left off with the conditions steadily easing.
Hammond was brought down on the edge of the area giving an opportunity for Puncheon to have a go at goal as the distance suited the midfielder better than Lambert. His dipping effort was spilt by Flinders who managed to gather the ball at the second attempt.
Hartlepool forced a corner on 54 which was punched clear by Davis and Puncheon broke away on the left with a breathtaking run. It culminated in a shot from the wideman which was blocked on the line, but fell kindly for Papa Waigo, who turned the ball home inside the six yard box to extend the lead.
Waigo turned to thank Puncheon after completing his usual trademark celebration, by somewhat bizarrely lifting the former Plymouth man over his shoulders head first.
The one goal margin was restored just two minutes later though as United hit back with a scorching effort from defender Neil Austin, who unleashed an unstoppable drive into the top left corner from the edge of the area to make it 3-2.
On 58 the visitors made a double substitution as Peter Hartley and Richie Humphreys were replaced by Richie Jones and James Brown respectively.
A succession of corners from Puncheon further opened up the game as Saint sought their two goal extension back, and went close when Fonte brushed one of the dangerously whipped set pieces just wide.
Hammond was the next to go close as his low shot forced Flinders into a save on 68 and the 'keeper had to make a more instinctive save five minutes later to keep out Lambert's improvised volley.
Saints were given a reminder of just how narrow the lead was on 76 when substitute Richie Jones saw his daisy cutting shot deflect off Seaborne's leg and creep just wide of the post.
With just over ten minutes to play Lambert was replaced by David Connolly with the number seven going off to a fine standing ovation from the home crowd.
With just under two minutes on the clock, United were awarded a free-kick for Fonte's foul, but Austin couldn't repeat his earlier dramatics from range as he curled his effort wide.
The visitors made one last throw of the dice as O'Donovan was replaced by Michael Mackay in attack, but Saints saw the game out to secure a win ahead of the trip to Wembley on Sunday.
Full Time: Saints 3-2 Hartlepool United
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