The Rebels pulled off a surprise Super Rugby victory when they beat the Brumbies 32-24 win at AAMI Park on Melbourne on Friday.
The victory is the Rebels second over the Brumbies in seven attempts and both have been achieved in Melbourne.
The Brumbies led 3-10 at half time and after being awarded a penalty try the visitors looked to be on their way to a sixth consecutive victory over the Rebels.
However the Rebels kept themselves in the game with a series of penalties by Jason Woodward before they turned on the power and stunned the Brumbies by scoring two quick tries.
In the space of 10 minutes the Rebels scored two tries and had a try disallowed which took them to a 12 point lead over the Australian Conference leaders.
The Brumbies scored a late try by Robbie Coleman which put them in line for a losing bonus point but then Woodward kicked his sixth penalty and extended the gap to eight points.
Fullback Jason Woodward scored a club record 27 points for the Melbourne Rebels.
Woodward could do little wrong, amassing a try, two conversions and six penalties as the Rebels fought back from 10-3 down at halftime.
The Brumbies, last season's Super Rugby finalists, could not handle the inspired Rebels in the second half as the home side surged to victory after trailing 6-17 in the 48th minute.
Woodward, coming back from injury, ignited the Rebels' comeback with a powerful try as he beat a couple of tackles to score and convert from the sideline to put Melbourne in front for the first time 19-17 on the hour.
Winger Tom English lost the ball over the try-line minutes later before centre Mitch Inman powered over 10 minutes from time with Woodward again converting for a 29-17 lead.
The Brumbies hit back with minutes left after winger Robbie Coleman gathered Matt Toomua's chip kick to score and trail by five points.
But the contest was over when blindside flanker Colby Fainga'a was awarded a penalty in a ruck for Woodward to kick his sixth penalty and seal victory.
Woodward didn't miss a kick from his eight attempts as the Rebels got stronger against the flat Brumbies in the second half.
"It's what we have been talking about doing all week, you've got to be physical against these blokes and it was good to see it come off," Rebels skipper Scott Higginbotham said.
"Credit to the boys, we hung in and kept playing our own game the whole time."
It was only the Rebels' second win in seven encounters against the Brumbies and their second home win over the Canberra-based team.
"They gave us a good lesson in energy, particularly in the last 35 minutes and in this competition you can't assume things are going to happen, you've got to make them, and I thought the Rebels did that tonight," Brumbies captain Ben Mowen said.
"I think there were some flat spots in our game and the Rebels exposed that well and truly. It's a difficult place to come down here and play and they always play well at home."
The Brumbies began strongly with fullback Jesse Mogg scoring in the third minute off the back of a dominant scrum.
The Brumbies got their second try off their powerful scrum when the back-pedalling Rebels conceded a penalty try in the 48th minute.
But the visitors made too many mistakes. They conceded 26 turnovers and made 12 handling errors and missed 22 tackles.
Final Score Rebels 32 (3) Brumbies 24 (10)
Tries - J.Woodward, M.Inman
Pen - J.Woodward 6
Con- J.Woodward 2
Tries - J.Mogg, Penalty Try, R.Coleman
Pen - N.White
Con - N.White 2,M.Toomua
Cards - S.Fardy (65th min yellow)
Referee: Jaco Peyper
Assistant Ref 1: Andrew Lees
Assistant Ref 2: James Leckie
TMO: Peter Marshall
1. Max Lahiff,2. Pat Leafa,3. Laurie Weeks,4. Hugh Pyle,5. Luke Jones,6. Colby Fainga'a,7. Scott Fuglistaller,8. Scott Higginbotham (C),9. Nic Stirzaker,10. Bryce Hegarty,11. Tom English,12. Mitch Inman ,13. Tamati Ellison,14. Tom Kingston,15. Jason Woodward
Replacements : 16. Shota Horie,17. Paul Alo-Emilie,18. Cruze Ah-Nau ,19. Cadeyrn Neville,20. Sean McMahon,21. Luke Burgess,22. Male Sa'u ,23. Angus Roberts
Jesse Mogg, Joe Tomane, Tevita Kuridrani, Pat McCabe, Robbie Coleman, Matt Toomua, Nic White, Ben Mowen (c), Jarrad Butler, Jordan Smiler, Sam Carter, Scott Fardy, Ben Alexander, Stephen Moore, JP Smith.
Replacements : Siliva Siliva, Ruan Smith, Ruaidhri Murphy, Jack Whetton, Lachlan McCaffrey, Conrad Hoffman, Andrew Smith, Christian Lealiifano.