A 15 minute block after half time showed Rebels coach Dave Wessels his team still has the fighting spirit required to go with the best of the best.
Melbourne trailed 21-10 at the break and the Brumbies came out of the sheds firing, setting up shop inside the Rebels' quarter.
But the Rebels repelled wave after wave of attack, emerging unscathed before going up the other end and scoring two superb tries to level the match up at 24-all.
It was a goal line stand which had Wessels beaming with pride post match.
"The game, for me, was really won in that 15 minutes after half time where they never left our 22 and the boys just gutsed it out," Wessels said.
"It's nice to see the fighting spirit never left us.
"That ultimately set up the platform for us to win, which was good.
"The last 30 minutes where we started to get our hands on the ball and started to play, I thought we were causing them real trouble.
"We will get some confidence out of that, as well."
Wessels also lauded the captaincy of Adam Coleman, who was without the calming head of Will Genia this week.
"There is a lot of stuff we have to work on out of that game and one of the big other learnings as well - which I just said to the boys in the change room - has been the work of Adzy," Wessels said.
"This has been his best week of captaincy - his message was really simple and then he backed it up with his own actions - I think the boys really got in behind him.
"For us and the for the growth of our team - that's a big milestone."Coleman admitted that was nice to hear but also highlighted the work of Genia's replacement, Michael Ruru, as critical to the Rebels' win.
"Obviously it's my first year as a captain so I'm really feeding off a lot of other guys in the team," Wessels said.
"I really feel like with Willy G missing, a lot of the other boys stepped up.
"I was really impressed with Michael Ruru and his composure today.
"I know he has been working on that and I thought he led really well in terms of our direction when we had the ball."
The Rebels now have a week off, with a trip to Auckland to face the Blues their next task.