The Lions caused the biggest upset of the Super Rugby season so far with an historic 36-32 victory over the Chiefs at FMG Waikato Stadium on Saturday.

The South Africans had never won in Hamilton before but deserved their win based on a dominant set piece performance and a crucial penalty advantage from Australian referee Andrew Lees.

Chiefs co-captain Sam Cane summed it up succinctly after the final whistle.

"Too many errors, too many penalties and they just dominated up front. It is pretty hard to win at rugby when you do those three things," he said.

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"I am proud of the way we fought back and we were in it right up till the last second of the game really. But to be fair we shouldn't have to be trying to win a game in the last 10 seconds like that if we had managed to get a few of those things I mentioned earlier right."

The Lions defended two 5m lineout drives in the final few seconds to thwart the Chiefs who started with a hiss and a roar but lost their way as they were whistled off the park. Damian McKenzie, James Lowe and Seta Tamanivalu looked dangerous but lacked ball and were overshadowed by the flair and confidence shown by the underrated Lions backs.

The Lions led 19-11 at the break and then winger Courtnall Skosan scorched down the left touchline to score a fine try to stretch the lead. But one chance from a turnover was all the Chiefs needed, with Charlie Ngatai creating space for the blinding pace of McKenzie to finish. The little dynamo slotted the goal from touch to close the gap to 18-24.

Steamers hooker Nathan Harris came on and with his first touch fed the lineout that led to a sharp break and try to James Lowe. Chiefs in front 25-24 but not for long as Lions captain Warren Whiteley crashed over on the back of yet more penalties against the Chiefs.

The Lions scored their fourth try to Ruan Combrinck to lead 36-25 with 13 left to play before Brad Webber dived over. McKenzie converted to breach the gap to just four and the Chiefs went looking for the match winner. A rare penalty from a scrum went their way but from the second of two consecutive lineouts five metres out the Chiefs spilt the ball forward and that was that.

Chiefs play the Kings away in South Africa next before they fly to Argentina for a showdown with the Jaguares in Buenos Aries. Even this early in the competition they are key games in deciding where the Chiefs could finish in the New Zealand conference.

All Blacks lock Brodie Retallick will miss the trip after breaking ribs against the Lions. His estimated return to play is 4-6 weeks.

Lions 36 (Malcolm Marx, Courtnall Skosan, Warren Whiteley, Ruan Combrinck tries; Elton Jantjies 2 con, 4 pens) Chiefs 32(Tom Sanders, Damian McKenzie, James Lowe, Brad Webber tries; McKenzie 3 cons, 2 pen) Halftime: 19-11 Lions