James Bailey and Akapusi Qera grabbed the late tries that kept Gloucester on top of the Guinness Premiership with a 28-20 win at Kingsholm against a courageous Newcastle side.
Gloucester, despite all their possession during the first half, almost paid the price for allowing their concentration to slip in the run down to half-time.
They let a 9-0 lead slip and went into half-time trailing 14-9, with Newcastle pouncing on sloppy mistakes to score twice.
Newcastle had not looked like getting close before then. They had an early spell of pressure when they swung the ball around off missed touchfinders from Ryan Lamb and Willie Walker and Tom May landed a penalty but then their momentum foundered.
From there Gloucester began to build. Jack Adams cleared up a loose pass out of the scrum from Gareth Cooper and made 30m before offloading to Walker, who promptly slotted his first penalty when the Falcons killed the ball at the breakdown.
Luke Narraway, dropped by England this weekend, went close chasing Lamb's grubber behind the flat defence but could not take the bounce but Gloucester piled on the pressure with Will James powering through tackles leading to a second penalty for Walker.
Having tidied up their line-out troubles, Gloucester established a platform to go again and, as they surged towards the posts through Adams and Andy Hazell, Falcons fly-half Steve Jones could not resist the temptation to intercept and was yellow-carded for a blatant offside.
A man up, the league leaders continued to hound their visitors with a series of thudding breaks taking them closer to the line, but could only manage a third penalty for Walker when Newcastle were caught offside again.
Clearly in the ascendancy, it all went wrong when they were turned over inside the Falcons half. Walker got down 15m shy of the posts to cover Tom May's long clearance with Lamb in support but Ollie Phillips plucked the ball away from the pair and trundled to the posts, leaving May the simple conversion.
Another turnover from a promising attack saw the Falcons work their way to within 10m of Gloucester's posts and soft hands from All Black prop Carl Hayman found May cutting a sweet angle to the tryline.
The full-back added the conversion on the stroke of half-time and a penalty and drop-goal early in the second half, while Walker hit the posts with his fourth attempt.
Although Newcastle continued to threaten, Gloucester tightened up their game and started to regain control on the hour mark.
Quick hands saw Adams draw the defence and James Simpson-Daniel skipped over for Gloucester's first try.
The winger was involved in the second 12 minutes later, with the Falcons unable to hold the home side back as Anthony Allen and Hazell sent replacement full back Bailey over.
They sealed the win when Narraway charged down May's drop-goal attempt on halfway and popped the ball up from the floor for another replacement, flanker Qera, to run in. Having missed his previous two attempts, Walker's conversion denied the Falcons a bonus point.
Tries: Simpson-Daniel, Bailey, Qera
Cons: Walker 2
Pens: Walker 3
Tries: Phillips, May
Cons: May 2
Drop goal: May
Gloucester: 15 Willie Walker, 14 James Simpson-Daniel, 13 Jack Adams, 12 Anthony Allen, 11 Mark Foster, 10 Ryan Lamb, 9 Gareth Cooper, 8 Luke Narraway, 7 Andy Hazell, 6 Peter Buxton (c), 5 Alex Brown, 4 Will James, 3 Jack Forster, 2 Andy Titterrell, 1 Nick Wood.
Replacements: 16 Olivier Azam, 17 Christian Califano, 18 Jonathan Pendlebury, 19 Akapusi Qera, 20 Mike Prendergast, 21 Ali James, 22 James Bailey.
Newcastle Falcons: 15 Tom May, 14 Ollie Phillips, 13 Tom Dillon, 12 Alex Tait, 11 John Rudd, 10 Steve Jones, 9 Lee Dickson, 8 Phil Dowson (c), 7 Ben Woods, 6 Geoff Parling, 5 Mark Sorenson, 4 Andy Perry, 3 Carl Hayman, 2 Matt Thompson, 1 Joe McDonnell.
Replacements: 16 Andy Long, 17 David Wilson, 18 Tim Swinson, 19 Brent Wilson, 20 James Grindal, 21 Joe Shaw, 22 Tim Visser.
Referee: Martin Fox
Touch judges: Robin Goodliffe, Ken Stewart
Assessor: Ed Morrison
Television match official: Laurie Bryant