The Lions clawed their way back into the match to beat the Rebels 37-32 at Coca-Cola Park in Johannesburg on Saturday.
Both teams were out of the running for the play offs so the result has little impact on the overall Super Rugby standings even though both teams scored four tries and a bonus point.
The Lions took five points from the match but are still in last place just two points behind the Force while the Rebels who took two points from the match remained in 12th place.
The Lions went out to a 24-0 lead but allowed the Rebels to score 22 unanswered points and then to take the lead in the second half.
The Rebels went into the lead courtesy of a try by James Hilgendorf who charged down one of Elton Jantjies clearance kicks.
James Huxley converted the try but the Lions soon scored a try by Jaco Kriel which drew the scores level.
Elton Jantjies who kicked seven from seven converted the try and in the last act of the match Jantjies extended the Lions lead with a penalty.
The hosts, in danger of losing their Super Rugby place next season, played their hearts out, giving the Ellis Park faithful a rare victory - their third of the season.
The Lions characteristically threw caution to the wind as they launched several promising attacks.
They stamped their authority from the get-go as centre Waylon Murray made a laborious run over the whitewash two minutes after the kick-off.
The ball exchanged a number of hands to wing Lionel Mapoe, who off-loaded to Murray on his inside to score, with Elton Jantjies converting.
The hosts once again outplayed the Rebels in the 10th minute as the ball travelled over the width of the field with flanker Derick Minnie scoring his first of a brace of tries.
Soon after, though the Lions dominated most facets of play early on, they opted for the three points from a penalty.
While Jantjies' kick was on target, extending their lead to 17 points, it seemed like an unusually safe option.
They nevertheless continued their encouraging march as they scored their third try five minutes before the half-time break.
The Lions set up a solid maul from a lineout 10 metres from the line with Minnie breaking away to the blindside to score the try, with Jantjies converting.
Up to this point the Lions had done well to keep the Rebels at an arm's length, but they allowed the tourists into the match in the last minute of the first half with hooker Ged Robinson scoring and fullback Julian Huxley converting.
This proved to be the turning point as the Rebels dominated proceedings in the second half.
The visitors scored in quick succession shortly after the recess, with lock Hugh Pyle dotting down his first try in the 47th minute to take the scores to 24-14.
Pyle scored his second five-pointer a mere three minutes later to shorten the deficit by five points.
While Huxley missed the conversion, he succeeded with a penalty, in the 58th minute, Jantjies was also successful three minutes later.
The Rebels took the lead for the first time with 20 minutes left in the match, with James Hilgendorf equalling the scores through a try and Huxley converting to give them a two-point lead.
Huxley extended the gap with nine minutes left in the clash with a penalty.
The Lions seemed tp have their backs against the wall but they showed grit to claw their way back into the lead with a Jaco Kriel try which Jantjies converted for a 34-32 lead.
The taste of blood seemed to strengthen the Lions' resolve as they attacked the Rebels' line with renewed energy.
Their efforts were rewarded as Jantjies succeeded with a late penalty to seal the home side's third victory of the season.
The Rebels face the Stormers in Cape Town next weekend while the Lions travel to Pretoria for a difficult fixture against the Bulls.
Final Score Lions 37 (24) Rebels 32 (7)
Tries - W Murray, D Minine 2, J.Kriel
Pen - E Jantjies 3
Con - E Jantjies 4
Tries - G Robinson, H Pyle 2, J Hilgendorf
Pen - J Huxley 2
Con - J Huxley 3
Referee: Francisco Pastrana
Assistant Ref 1:Jaco Peyper
Assistant Ref 2:Stefan Breytenbach
TMO : Johan Meuweson
15 James Kamana , 14 Lionel Mapoe , 13 Waylon Murray , 12 Butch James , 11 Anthonie Volmink , 10 Elton Jantjies , 9 Michael Bondesio , 8 Joshua Strauss (c) , 7 Grant Hattingh , 6 Derick Minnie , 5 Franco Van der Merwe , 4 Hendrik Roodt , 3 Jacobie Adriaanse , 2 Callie Visagie , 1 JC Janse van Rensburg
Replacements : 16 Martin Bezuidenhout , 17 Ruan Dreyer , 18 Etienne Oosthuizen , 19 Jaco Kriel , 20 Ross Cronje , 21 JR Esterhuizen , 22 Ruan Combrinck
1. Nic Henderson,2. Ged Robinson,3. Jono Owen,4. Cadeyrn Neville,5. Al Campbell,6. Tim Davidson,7. Hugh Perrett,8. Gareth Delve (VC),9. Nick Phipps,10. James Hilgendorf,11. Cooper Vuna,12. Stirling Mortlock (C),13. Mitch Inman,14. Mark Gerrard,15. Julian Huxley
Replacements : 16. Adam Freier,17. Paul Alo-Emile,18. Hugh Pyle,19. Luke Jones,20. Richard Kingi,21. Lachlan Mitchell,22. Lloyd Johannson.