Melbourne have won a helter-skelter Super Rugby Pacific clash against Queensland with the lead changing hands six times at AAMI Park.

The Rebels were in front when it counted, running in six tries to five to post a thrilling 40-34 victory in their Saturday night clash.

The Reds could feel robbed with the TMO Brett Cronan denying halfback Tate McDermott a try in 76th minute when he deemed that lock Ryan Smith had held back Rebel Josh Kemeny from chasing McDermott.

If James O'Connor was able to convert that try it would have put Queensland in the lead.

Melbourne lock Angelo Smith put his team ahead in the 67th minute and despite McDermott's late dash they were able to hang on and celebrate their second win of the season.

Queensland got off to a flying start, leading 14-0 after 16 minutes through tries to centre Josh Flook and winger Jordan Petaia.

But the Rebels got on a rampage and smashed through the remainder of the first half, scoring four tries to lead 26-14 at the break with young playmaker Carter Gordon in the thick of the action.

With Reds coach Brad Thorn laying down the law about their poor discipline at halftime, it was the visitors' turn to fire up.

They scored three tries within 13 minutes, with Flook's second putting Queensland back in front 31-26.

But it wasn't for long with Melbourne fullback Joe Pincus running on to a Monty Ioane pass to score.

An O'Connor penalty saw the Reds go up before Smith's charge to the line.

Melbourne looked like they had scored twice in two minutes when reserve lock Daniel Maiava intercepted a pass with his first touch of the ball but the TMO denied the try for an earlier knock-on.

Both teams had chances in a frantic final few minutes but couldn't find their way to the tryline.