The Rebels have hung on to a five-point lead over the last 15 minutes to hand the Highlanders their first loss of the season - going down 24-19 in Melbourne.
The visitors started the better of the two sides, Shannon Frizell continuing his try-scoring form, getting the opener after a cross-field kick from first-five Bryn Gatland.
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The Rebels hit back through centre Tom English to take the lead to 7-5.
Siate Tokolahi took the lead back for the visitors after a well-executed lineout drive.
The Rebels played a fast flat attack throughout the first half and it helped, when Quade Cooper got more of the ball the Rebels went forward, the 30-year-old played a vital part in the hosts' next try - setting up winger Jack Maddocks with a quick offload.
English scored his second of the night just before half-time, to take the lead to 19-12 at the break.
It was a gritty second-half that saw only 12 points scored.
A try for each side, Billy Meakes scored for the Rebels and Jackson Hemopo for the Highlanders.
The final moments saw the moment which could've changed the match.
Highlanders lock Jackson Hemopo made a drive for the line and as he was about to put the ball down, replacement halfback Michael Ruru knocked the ball out of his hand to cause a knock-on - giving the Rebels the win.
The loss is the first for the Highlanders season and sees the Rebels continue their unbeaten start to 2019.