Toulouse produced a stunning comeback as they downed Toulon for the first time at the Stade Vélodrome 34-24.
Toulon dominated the first half-hour and looked like they would run away with it when they stretched into an 18-0 lead thanks to two Josua Tuisova tries.
But Toulouse, who had rested Thierry Dusautoir, Yoann Maestri and Yoann Huget, responded with three second-half tries including a double for Maxime Médard as they completed a convincing win.
Two early penalties from the returning Frédéric Michalak allowed them to open up a lead before Corey Flynn was sin-binned for the visitors for a tackle on David Smith without the ball.
Toulouse attempted to come back but after an important interception from Michalak, the ball was spread to Tuisova, who sprinted over in the corner.
If that was an easy finish for the young Fijian, the same couldn't be said of his second score, which came directly from a turnover in midfield. Gaël Fickou, who would later leave the field with a serious-looking knee injury, had the ball pilfered off him by Chris Masoe. The ball went out to Tuisova and he showed his power to hand off Médard and sprint over.
There looked to be no way back, but in the closing stages of the half Toulouse scored their first try. After the ball was knocked on by the home side in midfield, Médard played the advantage and sprinted through a massive gap. The Toulon defence got back to stop him, but Jean-Marc Doussain was on hand and sprinted over on the left.
McAlister converted and it was 18-7 at the break, but Toulouse still needed a good start to the second half.
They got just that when Médard went over after two minutes, cutting back inside after a lateral run by McAlister and sprinting through a huge gap in the Toulon defence.
With McAlister's conversion and a further penalty, Toulouse were back to within a point, but Toulon responded with two penalties from Michalak, who was enjoying a fine return after five months out with a shoulder injury.
Trailing 24-17, Toulouse had their chances, with Louis Picamoles getting over the line but the camera angle couldn't show whether he had got the ball down or not.
From the resulting scrum, Toulon drifted offside and McAlister cut the deficit to four points.
Toulouse should have taken the lead for the first time with 15 minutes to go when Flynn had the line at his mercy after a two-on-one with Timoci Matanavou, only to knock on.
They finally did take control though with seven minutes remaining as Médard grabbed his second. After collecting the ball in midfield, Vincent Clerc showed he still has some pace left as he rounded David Smith before feeding Jano Vermaak. The scrum-half had Médard on hand and the full-back sprinted over to score under the posts. McAlister converted as Toulouse led for the first time, 27-24.
There was only one team in it by this point, and Toulouse even had time to run in another try, with Clerc again making ground down the right before Médard broke through. He found Vermaak on his shoulder to make the game safe.
The win was vital for the visitors, who stay in the hunt for a home play-off game, while Toulon miss the opportunity to stretch their lead at the top of the table, failing to even pick up a losing bonus point.
Tries: Tuisova 2
Pens: Michalak 4
Tries: Doussain, Médard 2, Vermaak
Cons: McAlister 4
Yellow Card: Flynn
Toulon: 15 Drew Mitchell, 14 Josua Tuisova, 13 Mathieu Bastareaud, 12 Maxime Mermoz, 11 David Smith, 10 Frédéric Michalak, 9 Sébastien Tillous Borde, 8 Chris Masoe, 7 Steffon Armitage, 6 Juan Martin Fernandez Lobbe, 5 Ali Williams, 4 Romain Taofifenua, 3 Carl Hayman, 2 Guilhem Guirado, 1 Xavier Chiocci
Replacements: 16 Jean-Charles Orioli, 17 Alexandre Menini, 18 Jocelino Suta, 19 Mamuka Gorgodze, 20 Juan Martin Hernandez, 21 Rudi Wulf, 22 Eric Escande, 23 Levan Chilachava
Toulouse: 15 Maxime Médard, 14 Vincent Clerc, 13 Florian Fritz, 12 Gaël Fickou, 11 Timoci Matanavou, 10 Luke McAlister, 9 Jean-Marc Doussain, 8 Louis Picamoles, 7 Joe Tekori, 6 Imanol Harinordoquy, 5 Patricio Albacete, 4 Edwin Maka, 3 Neemia Tialata, 2 Corey Flynn, 1 Gurthro Steenkamp
Replacements: 16 Julien Marchand, 17 Schalk Ferreira, 18 Grégory Lamboley, 19 Yannick Nyanga, 20 Sébastien Bezy, 21 Yacouba Camara, 22 Jano Vermaak, 23 Census Johnston
Referee: Cyril Lafon