The Lions mustered an incredible second-half response to deny the Rebels a fourth consecutive Super Rugby win and triumph 36-33.
Australian Conference leaders the Rebels looked set to continue their winning start to the campaign when their lead was stretched to a huge 28 points shortly after half-time away from home.
But the Lions, aided by Rebels yellow cards, took complete control from then on and finally sealed victory through Gianni Lombard's penalty in the 81st minute.
The hosts scored first as Malcolm Marx crossed, but then the Rebels kicked on and Reece Hodge, Quade Cooper, Bill Meakes and Isi Naisarani all went over before the break.
Tom English's try and a successful Cooper conversion made it 33-5, yet the contest was far from over.
Meakes was sent to the sin bin for a series of infringements, before Marnus Schoeman, Andries Coetzee, Lionel Mapoe and Courtnall Skosan all went over, as kicker Elton Jantjies levelled the scores.
Angus Cottrell also saw yellow and, with the Rebels finishing the match with 14 men, Lombard kicked the winning points in dramatic fashion.