The Rebels were in front when it counted, running in six tries to five to post a thrilling 40-34 victory in their Saturday night clash.
The Reds could feel slighted, with the TMO Brett Cronan denying Tate McDermott a try in 76th minute when he deemed lock Ryan Smith had held back Rebel Josh Kemeny from chasing the halfback.
If James O'Connor was able to convert that try it would have put Queensland in the lead.
However, the TMO also denied the Rebels an intercept try eight minutes earlier when he ruled there was a previous knock-on.
Fijian born lock Angelo Smith put his team ahead in the 67th minute and despite McDermott's late dash and a frantic finish to the game the Rebels were able to hang on and celebrate their second win of the season.
The Rebels went on a rampage and smashed through the remainder of the first half, scoring four tries to lead 26-14 at the break with young playmaker Carter Gordon in the thick of the action.
With Reds coach Brad Thorn laying down the law about their poor discipline at halftime, it was the visitors' turn to fire up.
They scored three tries within 13 minutes, with Flook's second putting Queensland back in front 31-26.
But it wasn't for long, with Melbourne fullback Joe Pincus running on to a Monty Ioane pass to score.
The Reds went up through an O'Connor penalty before Smith's charge to the line. In other results, the Crusaders smashed the Brumbies 35-17, Waratahs went down 14-24 to the Chiefs, Highlanders beat the Swire Shipping Fijian Drua 24-57, while the Hurricanes thrashed Moana Pasifika 59-0.
Still to come today the Blues will play Western Force at 2.35pm.
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