It was better from the Rebels, but not good enough as the tournament newcomers went down 28-9 to the Waratahs in Sydney on Saturday.
The Waratahs outscored their visitors three tries to nill, but it was a huge improvement from the Melbourne outfit after their Round One thrashing to the same opposition eleven weeks ago when they failed to post a single point on the board.
In a dour and scrappy affair in the wet, the Rebels trailed the 'Tahs by just four points at the break (10-6). The newbies then made it a one-point ball game early in the second half thanks to a Stirling Mortlock penalty.
But the Waratahs regrouped and halted the Rebels' threat courtesy of two Kurtley Beale penalties and two late tries to flank Dave Dennis and Dean Mumm - the Waratahs skipper sealing the deal on full-time.
The Waratahs, who whipped the Rebels 43-0 in their previous meeting, had all the possession in the opening stages as they looked to press home their superiority.
They were held out by some resolute Melbourne defence, but the Rebels finally cracked after 12 minutes when hooker Tatafu Polota-Nau crashed over for the opening try.
The visitors replied with two Julian Huxley penalties before Beale made it 10-6 when Rebels scrum-half Nick Phipps was penalised for shoulder-charging opposite number Luke Burgess.
Huxley gave the Rebels the perfect start to the second period with his third penalty after just two minutes, but Beale restored the four-point advantage when the Rebels were penalised for slowing the ball down close to the line.
Beale kicked his third penalty moments later, giving the home side a handy seven-point break.
Then with the clock winding down the Waratahs finally put the game beyond doubt when Dennis slid over following a bruising driving maul.
Mumm then scored in the last minute to rub salt into the Rebels' wounds.
Tries:Polota-Nau, Dennis, Mumm
Pens: Huxley 2, Mortlock
Waratahs: 15 Kurtley Beale, 14 Sosene Anesi, 13 Ryan Cross, 12 Tom Carter, 11 Lachie Turner, 10 Berrick Barnes, 9 Luke Burgess, 8 Ben Mowen, 7 Pat McCutcheon, 6 Dave Dennis, 5 Sitaleki Timani, 4 Dean Mumm, 3 Sekope Kepu, 2 Tatafu Polota-Nau, 1 Benn Robinson.
Replacements: 16 John Ulugia, 17 Al Baxter, 18 Kane Douglas, 19 Chris Alcock, 20 Brendan McKibbin, 21 Daniel Halangahu, 20 Tom Kingston.
Melbourne Rebels: 15 Julian Huxley, 14 Lachlan Mitchell, 13 Mark Gerrard, 12 Stirling Mortlock (c), 11 Peter Betham, 10 James Hilgendorf, 9 Nick Phipps, 8 Gareth Delve, 7 Michael Lipman, 6 Jarrod Saffy, 5 Hugh Pyle, 4 Alister Campbell, 3 Greg Somerville, 2 Ged Robinson, 1 Rodney Blake.
Replacements: 16 Heath Tessmann, 17 Laurie Weeks, 18 Hoani Macdonald, 19 Tim Davidson, 20 Richard Kingi, 21 Cooper Vuna, 22 Danny Cipriani.
Referee: Jonathan Kaplan (South Africa)