Ian McGeechan's men needed three late tries to avoid the most humiliating defeat in 111 years of Lions rugby.
Full-back Lee Byrne, replacement lock Alun Wyn-Jones and fly-half Ronan O'Gara all crossed in the dying moments to avert a catastrophic defeat.
The Lions had not lost their first fixture on tour since 1971 but trailed 25-13 with just 14 minutes left to a team which had never previously played together.
Defence coach Shaun Edwards confessed: "We were shocked in the first half when they took such a commanding lead. We have to improve, there is no doubt about that.
"We know if we play like we did in the first half against a Super 14 team or in a Test then we will definitely lose. The altitude had an effect on the players and, maybe, nerves, too.
"But we need to improve all aspects of the game, both defence and attack - the number of handling errors hurt us in the first half. Next time we will have no excuses."

An official crowd of just 12,352 rattled around inside the spectacular 42,000-capacity Royal Bafokeng Sports Palace ground near Rustenburg.
With the Blue Bulls playing in the Super 14 final down the road, the locals decided against turning out to watch a team made up of second stringers.
There will be a few supporters back in England who will also stay at home rather than splash out on this dross.
The Royal XV made the tourists look like amateurs for the opening 50 minutes rather than the highly- paid cream of the home nations. Knock-on after knock-on plus some crass decision-making made for a hellish start for the breathless Lions.
McGeechan's men dominated the scrum but struggled to come to terms with the debilitating effects of playing at altitude.

Skipper Paul O'Connell said: "We were not used to the conditions but we felt better in the second half. We made too many mistakes and maybe there were a few nerves. Maybe there was too much enthusiasm. There's no doubt we need to improve."
The Lions display was summed up by the performance of 21- year-old tour baby Keith Earles. He endured a shocking debut, spilling the ball forward four times in the opening 17 minutes.
McGeechan said: "You have got to give the players time. You have to realise how big an occasion it is when you put a Lions jersey on for first time."
The Springboks will be the ones purring after watching this. The Royal XV tore into the tourists early on and it took Tommy Bowe's try to haul the Lions back to 18-10 at the break.
Prop Bees Roux stretched the lead to 23-13 with 14 minutes left but the superb Byrne dug deep to gather his own kick and cross.
O'Gara, who kicked seven from seven, added the extras.
Wyn-Jones bundled over to put the Lions ahead and O'Gara's try added gloss to the scoreline but could not hide a dismal display.
SCORERS - Royal XV: Tries: Koch, Barnes, Roux. Cons: Olivier, Viljoen. Pens: Olivier 2. British and Irish Lions: Tries: Bowe, Byrne, A-W Jones, O'Gara. Cons: O'Gara 4. Pens: O'Gara 3.
Royal XV: Jeacocks, Seconds, van Rensburg, H. Coetzee, Basson, Olivier, Pretorius, Buckle, Barnes, Roux, Mathee, Lombard, Koch, Raubenheimer, Makoena. Replacements: Van Der Westhuizen, Roberts, Landman, Kember, J. Coetzee, Viljoen, Bowles.
Lions: Byrne, Bowe, Earls, Roberts, S. Williams, O'Gara, Blair, Sheridan, Rees, A. Jones, Shaw, O'Connell, Worsley, M. Williams, Wallace. Replacements: Mears, Vickery, A. Jones, Heaslip, Phillips, S. Jones, Flutey.
Referee: Marius Jonker (South Africa)
This article has 2 comments
GIVE THE LADS TIME , THEY WILL COME GOOD . THEY DID NOT LOSE !! MON THE LIONS !!
By BRIAN MURRAY. Posted June 1 2009 at 8:41 PM.
declan kidney would hav done better than ian mc i can say if the newport under 12s were playin they would of sone better but we still won cause of paulie
By gavin. Posted May 31 2009 at 7:19 PM.