A depleted Rebels side was no match for South Africa's Lions, going down to the 2016 finalists 47-10.
Tom English scored the only try for the Rebels as the home side tried to get themselves off the bottom of the Australian conference, but a day where they had just 33 per cent of possession, the challenge was simply too much to overcome.
The Rebels were forced to defend in the opening stages, starved of possession as the Lions heaped on the pressure, but it seemed they might be able to stave off the rampant South Africans, or at least quell their elusiveness.
A Marika Koroibete try-saving tackle kept the deadlock going as the Lions threatened to break the game open.
That tackle only delayed what loomed as inevitable, with two tries from the Lions in the space of five minutes, to sevens convert Kwagga Smith and halfback Ross Cronje, giving them a 14-0 advantage.
Melbourne didn’t let that open the floodgates, though, with centre Tom English replying in the 28th minute, getting his hands to a Ben Meehan toe poke.
Another five-pointer right on half-time, though, put the Lions at arms’ distance once again.
Reece Hodge narrowed that gulf just after half-time, with a penalty and taking with that kick a sense that momentum was shifting.
It didn’t take much for the Lions to pounce on a half-chance, with winger Sylvian Mahuza slipping through seven defenders to score a spectacular solo try, punishing the Rebels in counter-attack.
The downward spiral began as the second-half ticked on, replacement lock Cullum Retallick yellow-carded less than a minute after coming on, and the Lions given a penalty try in the 62nd minute.
It took just one poor pass for the Lions to strike again, Anthony Volmink snatching an ambitious Reece Hodge pass in the 65th minute, closing the door on any Rebels comeback.
Captain Warren Whiteley added one last score on the full-time siren, crossing after some desperate Lion offloads.
Colby Faingaa’s late withdrawal with a quad concern will have the Rebels sweating, though his replacement Will Miller continued to show his Super Rugby potential.
Stand-in skipper Reece Hodge, elevated in Faingaa, Nic Stirzaker and Sean McMahon's absence, lamented basic errors that hurt his side.
"We back what we were doing, we created some opportunities but obviously a few defensive lapses and not really clinical in attack cost us the game," he said.
"We try to play that (passing) game but we're not quite there in terms of our handling and (we're) just missing those little passes at certain points which are letting us down."
The Rebels take on the Reds next weekend, still searching for a second win.
Result
Rebels 10
Tries: English
Cons: Hodge
Pens: Hodge
Lions 47
Tries: Smith, Cronje, Mahuza, penalty, Volmink, Whiteley
Cons: Jantjies 4
