Northern League Willington, who had reached the final at Roker Park, Sunderland, in 1938/39 before losing to local rivals Bishop Auckland, were next up as the Dons attempted to reach Wembley. A tough, tight game was anticipated and the locals were hopeful of repeating the local final were they able to beat Wimbledon. Bishop Auckland was also at home, only six miles down the road. The Dons made the 300 mile trip, again travelling up the day before, with the same team that had won through in the previous round, Harry Stannard restored to the forward line after resting for a week. Over 100 fans also made the trip.

Before the game the Dons team manager, Doc Dowden, talked old times with Harry Mitton, the two having opposed each other in the 1934/35 final. Unusually, Wimbledon took to the field in front of 5,000 fans wearing Chelsea’s red change strip. The game started slowly, both sides testing each other out, and it wasn’t until the half-hour mark was reached that the excitement started, but when it did it was a mad six minutes that eventually did for the Dons. Willington had a renowned strike force and in a hectic spell two goals from Armstong within a minute was followed in the thirty-fifth minute by a third through Larmouth. It appeared the northerners would have an easy passage into the last eight, but the Dons fighting spirit made them sweat for victory.

Wimbledon came out for the second half with real purpose and ten minutes after the resumption Charlie Smith gave some encouragement with a neat header that reduced the arrears, and the same player followed that feat with two strikes that unluckily hit the woodwork. The visitors continued to pile on the pressure and when Jack Wallis pulled back another it looked as if they would turn the game around, but a penalty converted by Rutherford took the wind out of their sails and gave the home contingent the breathing space to see the game out.

Willington would eventually beat Bishop Auckland 4-0 in the final,