The Rebels have become the first Australian team in six years to win in Dunedin after hanging on for a 28-22 victory against the Highlanders.
The home side had a chance to steal the match in the dying minutes but Matt Philip stole the ball at the lineout to cement a deserved win for the Melbourne side.
The Rebels scored three tries in the first 20 minutes to open a 21-0 lead and looked untouchable in the opening stages as they starved the Highlanders of ball and defended like men possessed.
But the home side scored twice before the break to claw within seven points and while Andrew Kellaway's second try early in the second term put the Rebels up by 14 points, the had to survive plenty of nervous moments in the final quarter, including having centre Billy Meakes sent to the sin bin.
Their second win of the season pushes them, momentarily at least, into the top eight and into second place on the Australian conference with the Reds still to play.
The Rebels said they took confidence from the Brumbies' win over the Chiefs and opened the game as though they believed they had every intention of winning in New Zealand, dominating the opening exchanges.
Meakes finally broke the dam wall when he ran on to a ball from Matt To'omua following relentless pressure in the opening 10 minutes.
And they didn't let up, backing their lineout and pushing the ball deep into Highlanders territory, with hooker Anaru Rangi marching over from the back of the maul to get a reward for his busy start to the game.
The Highlanders looked to be getting back into the game when Rebels lock Matt Philip gave away a penalty for a late hit on Aaron Smith, piggybacking the home side up the field.
But they spilled the ball forward, with Rebels flyer Andrew Kellaway scooping up the crumbs and racing 80m to score, with To'omua's conversion giving them a 21-0 lead.
Kellaway was soon under pressure though being driven towards the sideline after fielding a kick, with the Rebels ultimately losing the ball in the tackle and conceding a try when the Highlanders spun it wide, finding winger Josh McKay on the right flank.
The Rebels were on the attack again near the half-hour mark when the game was stopped for several minutes following a horrific injury to Highlander James Lentjes, the flanker writhing on the field in pain after looking to have broken his left leg.
The Highlanders were starved of ball for the opening 30 minutes but when they finally managed to keep the ball in hand they were dangerous and their pressure told, with Aaron Smith diving over just before the break to reduce the margin to 21-14 at the break.
In stark contrast to the opening stages of the match, the Highlanders controlled the ball in the second term, clawing the match possession share back to 50-50 as they put pressure on the Rebels.
They looked to have scored too but Smith's pass to Mikaele Tu'u was ruled forward and the Rebels made them pay, winning a scrum penalty to get out of their own territory, before Kellaway scored his second try, pinching an intercept on the next Highlanders attack and racing away to restore his team's 14-point lead.
The Highlanders scored a try through replacement Scott Gregory in the 63rd minute, converting a mountain of possession and several penalty advantages to get the margin back to single figures.
But Gregory undid his good work when he was sent to the sin bin for taking out Dane Haylett-Petty in the air.
When the Highlanders conceded a penalty a minute later, the Rebels opted against kicking for goal, opting instead for the lineout.
But they turned the ball over and when Billy Meakes conceded a penalty in the Highlanders' red zone just minutes later, the Rebels defence had pushed referee Paul Williams' patience too far and the centre was shown a yellow card.
When Josh Ioane banged over the penalty, the Highlanders were within a converted try.
With a one-man advantage after Gregory returned to the field, the Highlanders needed to travel almost the length of the field to pinch the match but another challenge of Haylett-Petty in the air led to a yellow card to Jonah Nareki.
The Kiwis pinched the ball back again though and after a penalty had a final chance to attack through a lineout but Philip won the jump to hand his side the win.
Tries: Meakes, Rangi, Kellaway 2
Cons: To'omua 4
Tries: McKay, Smith, Gregory
Cons: Ioane 2