Down two men and forced to make double the tackles, Queensland glimpsed sight of an incredible Super Rugby victory against the Lions before losing 27-20 in Johannesburg.
Yellow cards to forwards Taniela Tupou and debutant Josh Nasser either side of halftime briefly left the Reds with just 13 men as the Lions peppered their line looking to extend a 17-13 lead on Sunday morning.
But somehow the Reds held them out, breaking down the host's rolling maul and winning one scrum against the feed without either of their two props on the field.
Probing No.9 Tate McDermott, one of the Reds' best, then popped out of the crowd to score under the posts and give them an unlikely lead with 15 minutes to play.
That came after impressive No.8 Harry Wilson was denied a try after inconclusive replays ensured the unlucky no-try call stood, despite a string of ruck infringements in the lead-up.
The Reds' staunch defence finally caved though, Courtnall Skosan skipping through a gap as the Lions regained the lead and captain Elton Jantjies made it a seven-point game with a late penalty kick.
Queensland still had their chances to steal a win at altitude, a cruel bounce from a Bryce Hegarty grubber kick spoiling a likely Henry Speight try before the winger fumbled twice in the closing stages.
The Reds enjoyed just 37 per cent of the ball and made 123 tackles to the Lions' 64, but are now 0-2 after coughing up a 10-point halftime lead against the Brumbies in round one.
They face a dangerous Jaguares outfit in Argentina next weekend before returning for their first home game against Japan's Sunwolves.
"Very disappointing and similar to last week; these games are in the balance and we're not getting the result," Red coach Brad Thorn said.
"There's moments in games where you can win or lose it, we need to get our heads around that."
Lions winger Tyrone Green was earlier denied a hat-trick when Speight's desperate tackle dragged one of his feet over the sideline.
Jock Campbell scored the Reds' first try, finishing a long-range effort he started by trapping a grubbered kick with his feet as the visitors shocked the small Ellis Park crowd.
Their defence was superb with the Reds' scrum again forcing penalties and only a bizarre uncontested maul from a lineout handing man of the match Marnus Schoeman a try on the stroke of halftime.