The battle-weary Brumbies failed to capitalise on an early domination against the Rebels and then could stop a Melbourne avalanche in the second half as the home side held on for a 32-24 victory.

Fullback Jason Woodward inspired the Rebels to a win with his 27-point haul - the highest individual score in the club's history.

The resurgent Rebels - who had won just one game prior to taking on the Brumbies - shocked the visitors with a second-half barrage of points to secure an eight-point win.

The Brumbies dominated the first 20 minutes and at times had almost 80 per cent possession.

But they failed to take advantage and only held a seven-point lead despite their mountain of territory and possession.

Instead of building points in the first half after scoring the opening try after just three minutes, the Brumbies tried to smash the Rebels off the field.

"There were moments both teams could have been up for and they were up for it and it turned the game," said Brumbies captain Ben Mowen.

"The hunger the Rebels showed in the middle of that second half definitely turned the game.

"I was happy with the decisions [to go for the tries], in those moments if we were more disciplined with our maul set up we would have got another try out of it ... there are various ways to get points.

"You can get down there and pop three points [penalty goals] all the time or you can back your attack. We know we have the capability to score tries and we want to keep backing that."

The Brumbies were also hindered by ill-discipline at the breakdown, losing Scott Fardy to the sin bin in the second half following repeated infringements at the ruck.

It was the third time in three weeks the Brumbies have had a player sent to the sin bin for similar offences.

Woodward took advantage, booting six penalty goals and sinking the Brumbies.

"[The sin bin] it didn't work that way in the first half unfortunately when they gave away six or seven penalties and maintained 15 players," said Brumbies director of rugby Laurie Fisher.

"It [the sin bin] seems to be a second-half phenomenon, maybe we need to give them away early and not in the second half."

No one expected the Brumbies - who were searching for their fifth consecutive win - to be troubled by the struggling Rebels who had secured just one triumph in their first four games.

But the Rebels found their groove in the second half, sniffing blood in the Brumbies line-up and went for the kill on their home turf.

It opens the Australian conference right up after the first six weeks of the year.

The injury-hit Brumbies must now find fresh legs and energy as they aim to get back on top when they play the Auckland Blues at Canberra Stadium next week.

A month of intense games - including a trip to Perth, a game in Wellington and brutal contests against the NSW Waratahs and Cape Town Stormers - finally wore the Brumbies out.

They also face a massive injury toll, including David Pocock, Fotu Auelua, Henry Speight and Scott Sio.

Brumbies flyhalf Matt Toomua tried to lift the Brumbies to victory in the dying minutes, chipping over the top for a flying Robbie Coleman to score a crucial try.

But in the end it was a Queanbeyan childhood rivalry which sealed the game for the Rebels.

Coleman caught the kick-off and ran the ball into schoolmate and former Brumby Colby Faingaa.

Faingaa forced a turnover at the breakdown and Woodward booted the last of his penalty goals to secure an eight-point win.

The Brumbies got off to a blistering start when fullback Jesse Mogg strolled through a gaping hole after just three minutes to score the opening try.

It was almost too easy for the Brumbies. A superb Matt Toomua cut out pass put Mogg on the outside of the Rebels defence and he cruised over the line untouched.

But instead of ingniting the Brumbies' attack, it took the sting out of the top of the Australian conference Brumbies.

They squandered almost 20 minutes of attacking rugby, constantly turning the ball over with the try-line beckoning.

After having almost 80 per cent possession in the opening exchanges, they had to settle for a seven-point lead as the Rebels worked their way back into the match.

The Rebels turned the game into a slog with little room to move in attack and some brutal defence.

A front-row rotation at half-time rejuvenated the Brumbies' set piece.

Props Ben Alexander and JP Smith were rotated out for Ruaidhri Murphy and Ruan Smith with immediate effect.

Just minutes after half-time, the Brumbies' scrum marched all over the Rebels to win a penalty try on the line.

It was the second week in a row the Brumbies' forward pack overpowered their oppostion and was rewarded with a five-pointer.

But the nagging Rebels refused to go away and the Brumbies' poor discipline close to goal allowed them to slot penalties to stay in the contest at 17-12.

The home side then hit the front in emphatic fashion, fullback Woodward fending off five tired Brumbies defenders to level the score and then nailing a sideline conversion to lift the Rebels to the lead.

It sparked a Rebels revival and Tom English sent the crowd into raptures when he appeared to finish an 80-metre attacking raid with a try in the corner.

But replays showed English spilled the ball on the line, denying the Rebels of what could have been a killer blow to the Brumbies.

The Rebels got another boost when referee Jaco Peyper sent Fardy to the sin bin for repeated infringements at the breakdown.

MELBOURNE REBELS 32 (Jason Woodward, Mitch Inman tries; Jason Woodward 6 penalties, 2 conversions) bt ACT BRUMBIES 24 (Jesse Mogg, penalty try, Robbie Coleman tries; Nic White 2, Matt Toomua conversions; Nic White penalty) at AAMI Park, Melbourne. Referee: Jaco Peyper. Crowd: 10,726.