Lions replacement five-eighth Gianni Lombard kicked his team to a 36-33 win after the siren in Johannesburg in a match that could haunt the Rebels.

Melbourne led 33-5 after 42 minutes but the wheels well and truly fell off in the second half on the back of an astounding 20-1 penalty count handed out by referee, former Springboks winger Egon Seconds.

For the second successive week the Rebels were handed two yellow cards and both proved crucial.

During Billy Meakes' absence after repeated team infringements, the Lions scored three tries while flanker Cottrell was also yellow-carded by Egon in the 76th minute with the Rebels then conceding the match-winning scrum penalty.

Rebels coach Dave Wessels said the defeat would "sting" and that his previously unbeaten team had contributed to their own demise.

"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 South African commentators also didn't miss with one saying the Rebels' discipline was "border-line disgusting with regards to playing the game in the best of sportsmanship".

The first half could hardly have gone better for the Rebels as they dominated.

They scored four tries 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 Rebels then lost their way and the young Lions, who lost some key personnel to Europe after last year's grand final defeat to the Crusaders, 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 next travel to Durban to face the Sharks, who had the bye this round but have had two wins from their four games.

Australian Associated Press