The Rebels turned around a 0-43 defeat to the Waratahs by securing their first ever Super rugby victory when they beat the Brumbies 25-24 in Melbourne.
The Rebels put in an outstanding show in defence which kept them in the game and allowed Danny Cipriani to kick a penalty in the final minute to win the match.
The Rebels failed to get on to the scoreboard last week in their first ever Super rugby match but were a different team this weekend.
Danny Cipriani became the first player to score points for the Melbourne Rebels in the 16th minute.
Trailing 9-16 at half time Cipriani kept the Rebels in the game with his penalty kicks and in the 73rd minute Stirling Mortlock scored the Rebels first ever try.
The Brumbies immediately hit back and scored a try in the corner and took the lead but in the final minute a penalty was awarded to the Rebels and Cipriani held his nerve and banged over the winning penalty.
Cipriani, who was involved in a nightclub incident last weekend which the club says still has to be resolved, kicked six penalties for the winners.
The late penalty for the Rebels resulted from a questionable scrum infringement by the Brumbies.
Cipriani had an opportunity in the 10th minute to score the Rebels' first points, but sent his penalty wide. He missed a similar kick last week.
His counterpart Matt Giteau made no mistake with his chance from a penalty at the breakdown four minutes later, giving the visitors a 3-0 lead.
Cipriani leveled in the 16th minute.
The sides traded penalty kicks to level at 9-9, then the first try of the match came with only four minutes remaining in the half when the Brumbies sent the ball along their backline, with a Giteau touch pass finding fullback McCabe, who dived across the line.
Giteau, who had an impressive opening half, converted to extend the lead to seven points.
Mortlock's try in the 72nd gave the Rebels a 22-19 lead, but Brumbies winger Henry Speight crossed three minutes later to put the Brumbies back in front before Cipriani's late penalty.
Giteau said the difference was that the Rebels "lifted and we didn't."
"We thought we had chances there, but we didn't take them," Giteau said.
"They bounced back, you only have to look at what the Waratahs did to them last week."
Mortlock said he was "extremely happy" with his side's first win.
"It was a total 22-man effort," he said. "As you can see, it was an arm-wrestle."
Final Score Rebels 25 (6) Brumbies 24 (16)
Tries - S Mortlock
Pen - D Cipriani 6
Con - D Cipriani
Tries - P McCabe, H Speight
Pen - M Giteau 3
Con - M Giteau
Drop - M Giteau
Referee: Jonathan Kaplan
Assistant Ref 1:James Leckie
Assistant Ref 2:Stephen Hill
TMO: George Ayoub
Rebels: Mark Gerrard, Lachlan Mitchell, Stirling Mortlock (captain), Julian Huxley, Cooper Vuna, Danny Cipriani, Nick Phipps, Gareth Delve, Michael Lipman, Jarrod Saffy, Kevin O'Neill, Adam Byrnes, Greg Somerville, Ged Robinson, Nic Henderson.
Reserves: Heath Tessman, Laurie Weeks, Alister Campbell, Tom Chamberlin, Richard Kingi, Afusipa Taumoepeau, Luke Rooney.
Brumbies: Pat McCabe, Henry Speight, Adam Ashley-Cooper, Robbie Coleman, Francis Fainifo, Matt Giteau (captain), Josh Valentine, Ita Vaea, Julian Salvi, Mitch Chapman, Mark Chisholm, Ben Hand, Dan Palmer, Steve Moore, Ben Alexander.
Reserves: Huia Edmonds, Salesi Ma'afu, Stephen Hoiles/Peter Kimlin, Colby Faingaa, Patrick Phibbs, Matt Toomua, Andrew Smith.