Written off by bookmakers and even most of their faithful fans, the understrength Waratahs were given a standing ovation after threatening to pull off a first win over the Lions since 1959 on Saturday night.
But Andy Farrell's star-studded outfit ultimately survived a major scare to remain unbeaten in three matches in Australia this tour.
Unlike in their 54-7 drubbing of the Western Force and 52-12 win over the Queensland Reds on Wednesday night, though, the Lions were far from convincing.
The best of England, Ireland, Scotland and Wales were downright dreadful for much of the contest.
With 14 changes, including two debutants, from the side that crushed the Reds four nights ago, the Lions struggled to gel.
Their attack was clunky and the discipline poor.
"We got the win in the but still a lot to work on," said Lions scrumhalf and man of the match Alex Mitchell.
Wallabies coach Joe Schmidt had wanted Taniela Tupou to send a reminder about what he can bring to the Test arena after the powerhouse prop was released from national camp in Newcastle to run out for the Tahs.
The 148kg wrecking ball delivered, as did the entire Waratahs side in front of a packed house at Allianz Stadium.
While Waratahs coach Dan McKellar would have been chuffed with his team's efforts, Farrell could have been excused for pulling his hair out.
Some of the blunders from the Lions were comical, with several big-name stars likely playing themselves out of contention for the first Test against Australia in Brisbane on July 19.
Like the Western Force and Reds before them, the Waratahs took the fight to the Lions in the first half and only trailed 14-5 at the break after winger Darby Lancaster scored a try he will likely never forget in the 36th minute.
The Lions needed 12 minutes to post their first points through a try to Huw Jones before the Welsh centre grabbed a second after the half-hour mark.The halftime margin would have been closer had the TMO not overturned a try to Waratahs flanker Charlie Gamble 29 minutes in after lock Fergus Lee-Warner was ruled to have caused obstruction in the preceding lineout.
After out-scoring the Force and Reds by a combined 64-0 in the second half, the tourists were expected to again shift up a gear after the interval.
Instead, the Waratahs did with hooker Ethin Dobbins finishing off a driving maul to edge the home team to within four points of the hottest of hot favourites.
A desperate try-saving tackle from prop Tom Lambert on Lions flanker Josh van der Flier typified the spirit in the Tahs ranks as McKellar's men fought tooth and nail for a famous victory.
Defending for their the lives, the Waratahs had the 40,458 fans, including former PM John Howard, believing a fairytale win was on the offing.
But just as the Lions appeared anxious and panicky, Waratahs flyhalf Jack Bowen made a meal of a short-arm penalty to gift Farrell's side onto the attack.
Lions scrumhalf Alex Mitchell scored barely a minute later to snuff out the comeback.
Still the end 11-point defeat made a mockery of bookmakers offering the Waratahs a 40-point start and will no doubt instil Schmidt and his Wallabies hopefuls plenty of optimism.
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