Melbourne have blown a golden chance to land their first Super Rugby win in South Africa as they squandered a massive lead to lose to the Lions 36-33 in Johannesburg.
Lions reserve Gianni Lombard kicked the winning points after the final siren when they were awarded a scrum penalty, taking advantage of the Rebels being down a forward with Angus Cottrell sidelined in the 76th minute with a yellow card.
It was the Rebels' second yellow card of the match with a horror penalty 20-1 count handed out by the referee, former Springboks winger Egon Seconds, proving disastrous.
The Rebels were up 33-5 early in the second half but a yellow card to centre Billy Meakes after repeated team infringements allowed the hosts back into the match.
While Meakes was off the field the Lions scored three tries to cut the margin back to seven points.
Rebels coach Dave Wessels said the defeat would "sting".
"You can't play against last year's finalists one guy short for 15 minutes," he said.
"They gave away one penalty for the entire game and we gave away 20 - that's an amazing stat - I've never seen a stat like that in my life."
The Lions then added another try in the 64th minute with Springbok hooker Malcolm Marx forcing a turnover and speedster Courtnall Skosan reaping the rewards.
The conversion by Test five-eighth Elton Jantjes locked up the match.
The first half could hardly have gone better for the Rebels as they dominated.
They scored four with Quade Cooper touching down in the 12th minute after a superb team effort that went almost the length of the field.
It looked like the second half would continue in the same vein when Tom English scored two minutes in, atoning for costly error when he dropped the ball as he tried to score in the first half.
But the wheels fell off the Rebels and the Lions, who lost some key personnel to Europe after last year's grand final defeat, got back in the game.
Cooper contributed to the disappointment as the Rebels No.10 failed to ground a kick into the in-goal with Lionel Mapoe racing through to dive on the ball and score the Lions' third try.
Wessels said the lost opportunities ended up proving game-changers.
"Tom English scores in the corner and Quade dots that ball down and it's a different game," Wessels said.
The Rebels, who were the most penalised team in 2018, also had two yellow cards against the Brumbies last round but escaped with a tight win then.