The Lions completed an impressive comeback as they came from behind to beat the Rebels 20-16 in Melbourne.
Tries from Mitch Inman and Jonah Placid plus a penalty from Mike Harris had the Rebels 13-0 ahead but a Marnitz Boshoff try and eight points from the boot of Elton Jantjies levelled the scores.
A second Harris penalty then had the Australians back ahead but with two minutes remaining Lionel Mapoe went over and Jantjies' second conversion sealed victory.
Harris booted the Rebels in front after four minutes and just a minute later Franco Mostert was sent to the sin bin for a tackle on Nic Stirzaker while offside.
Melbourne made their numerical advantage count and after getting close to the line from a lineout, Inman went over with Harris' conversion hitting a post.
The second try came in just the 12th minute as Lopeti Timani's long pass found Palcid who touched down and it looked like it could be a long game for the Lions.
But Jantjies' boot reduced the arrears before the interval and the Lions were over the line five minutes after it, Sampie Mastriet offloading for Boshoff to score with Jantjies adding the extras.
Another Jantjies penalty levelled the scores but Harris edged the Rebels back in front before the late drama.
Mostert, who had earlier played the villain, broke though the middle to gain territory for the Lions and when the ball found Mapoe out wide, he sold a dummy and crashed over with the extra two providing the cushion.