A late Tom English try secured the Rebels a deserved 24-22 victory over the Waratahs in Melbourne on Friday.
English scored his second try of the match, in the right-hand corner in the 74th minute, to clinch a memorable first-ever win for Australia's youngest franchise over the Waratahs.
In a closely fought contest, the Rebels started the match brightly and full-back Jason Woodward opened the scoring with a penalty in the sixth minute before Berrick Barnes replied with a three-pointer for the visitors, two minutes later.
Shortly afterwards, the hosts regained the lead when English went over in the right-hand corner after Jason Woodward did well to get his pass away to the flyer despite great pressure from Drew Mitchell.
Barnes added another penalty in the 13th minute butthe Rebels held the upperhand during the early exchanges but could not convert that dominance into points.
They eventually added to their lead when Woodward succeeded with another penalty in the 31st minute before Barnes cancelled out that effort with his third three-pointer two minutes later.
The Waratahs gained the lead for the first time when Israel Folau scored his side's only try after intercepting a Lachlan Mitchell pass, close to the Rebels' try-line.
With the score 16-13, the visitors must have fancied their chances of kicking on and continuing with their unbeaten run against the Rebels.
The second half was a more subdued affair, with improved defence now the most noticeable charactateristic of the match.
The Waratahs added a penalty, shortly after the restart, but both sides went into their shells on attack for the rest of the game.
Woodward eventually added two further penalties to draw the home side level at 19-all by the 65th minute before Brendan McKibbin regain the lead for the 'Tahs with a place kick two minutes later.
The last 10 minutes was a frantic affair as the Rebels upped the ante, in an attempt to claw their way back, and their efforts were rewarded when English crossed over after Woodward, Cadeyrn Neville and Mitchell did well in the build-up.
McKibbin had an opportunity to win the game for the visitors in the 77th minute, but he pushed his penalty attempt just wide of the uprights.
Tries: English 2
Pens: Woodward 4
Pens: Barnes 4, McKibbin
Melbourne Rebels: 15 Jason Woodward, 14 Tom English, 13 Mitch Inman, 12 Rory Sidey, 11 Lachlan Mitchell, 10 Bryce Hegarty, 9 Nick Phipps, 8 Scott Higginbotham (c), 7 Scott Fuglistaller, 6 Jarrod Saffy, 5 Luke Jones, 4 Hugh Pyle, 3 Laurie Weeks, 2 Ged Robinson, 1 Nic Henderson.
Replacements: 16 Shota Horie, 17 Paul Alo-Emile, 18 Cadeyrn Neville, 19 Gareth Delve, 20 Nic Stirzaker, 21 James Hilgendorf, 22 Kimami Sitauti.
Waratahs: 15 Israel Folau, 14 Peter Betham, 13 Adam Ashley-Cooper, 12 Berrick Barnes, 11 Drew Mitchell, 10 Bernard Foley, 9 Matt Lucas, 8 Wycliff Palu, 7 Michael Hooper, 6 Dave Dennis, 5 Kane Douglas, 4 Sitaleki Timani, 3 Sekope Kepu, 2 John Ulugia, 1 Benn Robinson.
Replacements: 16 Luke Holmes, 17 Paddy Ryan, 18 Will Skelton, 19 Mitchell Chapman, 20 Brendan McKibbin, 21 Rob Horne, 22 Tom Kingston.
Referee: Garratt Williamson (New Zealand)