Filey Town came charging back from behind to wrap up a 3-1 win in the final of the Harbour Cup at Queensgate.
Ayton took the lead in the first half of a foggy encounter, but Filey showed plenty of character to battle back and clinch the honour.
Super-sub Stu Dickens made the difference after the break, as his power and pace sparked the big comeback.
Filey boss Jay Taylor was delighted with his side’s efforts.
He said: “We worked hard in the first half, had good chances, but didn’t take them.
“After the break things were miles better. Things were altered around and I thought Stu Dickens changed the game when he came on for us.
“Fair play to Ayton, they had one shot in the first half and scored. But we came back brilliantly, I’m over the moon with our performance.”
After a delay to the proceedings due to both teams turning up with blue kits, the game set off at a frantic pace with Filey making the early running.
The first opportunity fell to Filey left-winger Phil Dickens, who cut in and drilled a shot just over the Ayton bar.
Further chances followed, with Dickens and James Pindar both fluffing their lines when well-placed inside the box.
Filey continued to press the issue and Ayton centre-back had to make a diving block on the line to deny the lively Lucas Berton.
So it was something of a shock when Ayton took the lead. Player-boss Steve Roberts broke free from midfield and released Dan Peel, who crashed home off the post.
Filey searched for an immediate reply as Berton, Lalan Flynn and Gary Wardell all had efforts on the Ayton goal.
Ayton keeper Ben Riley then made a stunning save right on the interval, pushing away a header from advanced Filey centre-half Ben Briggs.
The play settled as the second half got underway, the number of chances thinning out as Ayton closed ranks at the back.
There was a nervous moment for Ayton as Jordan Philiskirk collected just eight yards from the goal, but the Filey midfielder blazed over the bar.
Ayton began to press on the counter, with widemen Peel and Mikey Pickering coming more into the tie.
Liam Sugden was forced to clear a whipped Steve Roberts corner off the line, which could well have handed Ayton the silverware.
Filey were still the main protagonists though, with James Pinder fizzing a shot across goal and Briggs heading inches over before the leveller finally arrived.
Stu Dickens, who had just arrived as sub, popped up in the middle to wrap up a flowing move with a neat finish.
Filey then grabbed the lead, as more punishing play down the left was capped by a vicious drive by Flynn that skipped into the Ayton net.
Boss Taylor’s men could have wrapped it up, but Riley brilliantly tipped away Stu Dickens’ free-kick.
Ayton thought they had been given a lifeline when Alan Godson pointed at the spot after Sudgden looked to have handled in the box, but after consultation with his linesman he decided to change his mind.
That gave Filey the spark they required and the pacy Pinder skipped clear down the left and finished from the acutest of angles.
This was the final act of the tie, with Filey holding firm to make sure of the silverware.