The Melbourne Rebels held off a resurgent Reds to claim a heart-stopping 25-23 win in their Super Rugby clash at AAMI Park.
In winless Queensland's first match since the sacking of coach Richard Graham they delivered a mixed bag.
After a limp first half the Reds came home with a bang and led for two minutes before Melbourne again hit the front and held on for the well-deserved win.
Despite being a man down with Anthony Fainga'a in the sin bin, Queensland were camped inside the Rebels 22 for several minutes in the dying stages of the match, but they didn't manufacture a shot at a drop goal and eventually knocked on, handing possession and the points to Melbourne.
The Rebels should have had the match wrapped up by half-time such was their dominance.
But they could only manage one try with a number of attacking raids failing to reap rewards.
Their only try came in the 14th minute through fullback Jonah Placid, who ran on to a perfectly weighted kick into the in-goal by another former Queenslander Ben Meehan.
Queensland also had one first-half try, scored by halfback Nick Frisby after a sensational break by Hendrik Tui.
The blindside flanker broke through two tackles and then raced 50m downfield before a neat offload to a flying Frisby.
The Reds were their own worst enemy in the first half, missing 12 tackles and had a 7-3 penalty count that allowed the home side to lead 16-10 at half-time.
With matches in Perth and Pretoria to start the season the Rebels had already racked up 20,000 kilometres in two rounds and that heavy travel load looked to take its toll in the second half.
They kept their noses in front thanks to the boot of five eighth Jack Debreczeni (six penalties and a conversion for the match) but couldn't shake the Reds.
Queensland's maul did some damage in the 59th minute with hooker Andrew Ready touching down and five-eighth Jake McIntyre's third penalty putting them in the lead only for Debreczeni to strike back two minutes later for the match-winning lead.
It was Melbourne's second derby win after their round one victory over the Western Force and they move to second on the Australian conference ladder.
Reds interim co-coach Nick Stiles said the ill-discipline of his side, which included a late yellow card to centre Anthony Fainga'a, proved costly.
The final penalty count was 13-8.
"The first half we were very disappointed with in terms of our discipline and we really felt we gifted the Rebels easy points," Stiles said.
"To fall behind 16-0 was disappointing but then at halftime we addressed a few things and felt the character of the boys showed to put themselves in a position to win the game.
"It was a step in the right direction but we came down here to win."
Melbourne coach Tony McGahan praised the Rebels' ability to hang tough in the dying minutes but was far from completely happy.
"We shouldn't have been in that position as we had plenty of opportunities to make sure we had full control and we were unable to do that," McGahan said.
The Rebels fly to Tokyo on Tuesday as the first Australian team to meet the expansion side, the Sunwolves.
Veteran centre Tamati Ellison was a late withdrawal with concussion, handing a debut to 18-year-old home-grown Victorian Sione Tuipulotu but McGahan hoped Ellison would make the trip.
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