Melbourne have won a helter-skelter Super Rugby Pacific clash against Queensland with the lead changing hands six times at AAMI Park.
The Rebels were in front when it counted, running in six tries to five to post a thrilling 40-34 victory in their Saturday night clash.
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The Reds could feel jilted with the TMO Brett Cronan denying halfback Tate McDermott a try
If James O'Connor was able to convert that try it would have put Queensland in the lead.
However, the TMO also denied the Rebels an intercept try eight minutes earlier when he ruled there was a previous knock-on.
Melbourne lock Angelo Smith put his team ahead in the 67th minute and despite McDermott's late dash and a frantic finish to the game the Rebels were able to hang on and celebrate their second win of the season.
"I couldn't be more proud, 14 points down to start the game, pulled it back," said Rebels coach Kevin Foote.
"Second half, three tries after halftime which obviously we're not happy with, but pulled it back again.
"We talked about fast, fearless and resolute, and resolute definitely stood up today."
The Rebels went on a rampage and smashed through the remainder of the first half, scoring four tries to lead 26-14 at the break with young playmaker Carter Gordon in the thick of the action.
With Reds coach Brad Thorn laying down the law about their poor discipline at halftime, it was the visitors' turn to fire up.
They scored three tries within 13 minutes, with Flook's second putting Queensland back in front 31-26.
But it wasn't for long, with Melbourne fullback Joe Pincus running on to a Monty Ioane pass to score.
The Reds went up through an O'Connor penalty before Smith's charge to the line.
Queensland coach Thorn was measured in reaction to the loss, and the late TMO call that went against his team.
"Ideally, we're not in that position at the end of the game," he said.
"We're disappointed but the Rebels were more physical when they got their opportunities.
"We lacked discipline, had errors and lacked composure and they made the most of it so well done to them."
REBELS (1-15): Matt Gibbon, Alex Mafi, Sam Talakai, Trevor Hosea, Tuaina Taii Tualima, Josh Kemeny, Brad Wilkin (c), Vaiolini Ekuasi, Ryan Louwrens, Carter Gordon, Monty Ioane, David Feliuai, Stacey Ili, Lachie Anderson, Joe Pincus
RESERVES: Anaru Rangi, Cabous Eloff, Pone Fa’amausili, Angelo Smith, Daniel Maiava, James Tuttle, Glen Vaihu, Nick Jooste
REDS (1-15): Dane Zander, Matt Faessler, Zane Nonggorr, Ryan Smith, Seru Uru, Liam Wright (co-c) Fraser McReight, Harry Wilson, Kalani Thomas, James O’Connor, Filipo Daugunu, Hunter Paisami, Josh Flook, Jordan Petaia, Jock Campbell
RESERVES: Richie Asiata, Sef Fa'agase, Phransis Sula-Siaosi, Jake Upfield, Connor Vest, Tate McDermott (co-c), Isaac Henry, Taj Annan
Referee: Graham Cooper
Assistant Referees: Damon Murphy, Jordan Kaminski
