FREE STATE CHEETAHS 24 BRITISH & IRISH LIONS 26, Vodacom Park (Att: 23,710)
Scorers: Cheetahs: Tries: Danwel Demas, Wian Du Preez, Corne Uys; Cons: Jacques-Louis Potgieter 2, Louis Strydom; Pen: Jacques-Louis Potgieter
Lions: Tries: Stephen Ferris, Keith Earls; Cons: James Hook 2; Pens: James Hook 4
Stephen Ferris touched down for the second successive tour match and Keith Earls also blazed through for an early try - his first in a Lions jersey - but Ian McGeechan's men were left sweating at the finish as they clung on against a well-drilled Super 14 outfit in the Cheetahs.
The Lions opened up a 20-0 lead inside as many minutes through tries from Ferris and Earls, with James Hook converting both efforts and kicking two well-struck penalties.
Things were less straightforward for the remaining hour, however, as the Cheetahs hit back with two tries while Ferris was in the sin-bin to put the Lions under severe pressure.
Leading 23-14 at half-time, the tourists were able to maintain their nine-point advantage until a helter-skelter final ten minutes.
The home side closed the gap to just two points with an intercept try from Corne Uys and they nearly sneaked victory with just 90 seconds remaining.
Replacement Louis Strydom stepped up to boot a long distance drop goal towards the posts, but his effort slid narrowly wide of the target much to the relief of Lions skipper Paul O'Connell, who was excellent throughout.
Having taken an eighth-minute lead courtesy of a 45-metre penalty from Hook, the Lions were celebrating their first try of the match just two minutes later.
With Jacques-Louis Potgieter having missed a penalty attempt of his own to level the scores, Hook's long drop-out was fielded by the Cheetahs but they failed to protect the ball at the ensuing ruck just outside their own 22.
When the ball came loose, Ferris stooped to pick up possession before displaying a fantastic turn of pace to sprint clear.
The Ulster and Ireland flanker scored a 70-metre interception try on Wednesday night but the nature of this effort was arguably even more impressive.
Hook added the simple extras from directly underneath the posts to increase the lead to 10 points as the Lions continued where they left off against the Golden Lions in Johannesburg four days ago.
A good start got even better with just over a quarter-of-an-hour on the clock when Earls claimed the Lions' second try in quick succession.
The Munster and Ireland centre put to bed a disappointing opening first half against the Royal XV in his first Lions appearance a week ago as he supplied an accomplished finish to a beautifully-executed move from the men in red.
Smooth lineout possession on halfway allowed Harry Ellis supply Hook with quick ball and the Osprey lofted a deft chip over the head of the onrushing Cheetahs midfield and straight into the arms of Earls.
The 21-year-old brilliantly stepped past both full-back and right winger in the space of 10 metres before diving over the line to the left of the posts.
Hook duly converted to give the tourists a 17-0 lead with the same number of minutes played.
The Welsh playmaker, who was only called up to the squad on the eve of departure for South Africa after injury kept Leigh Halfpenny at home for the early part of the tour, then kicked a second penalty to extend the advantage and further silence the home section of the 23,710-strong crowd.
Former Springbok squad member Meyer Bosman was penalised for holding on after debutants Luke Fitzgerald and Halfpenny had driven the Lions forward and Hook had little difficultly in making the Cheetahs centre pay for his error.
The one-way traffic of the opening quarter soon came to an abrupt end with the game's major turning point arriving with 23 minutes gone.
Try-scorer Ferris made a crunching tackle as the Cheetahs hurled themselves into the Lions 22 but the Irishman failed to roll away and considerably slowed down South African possession in the process.
English referee Wayne Barnes was not impressed and he responded by sending the Lions number 6 to the sin-bin.
By the time Ferris returned 10 minutes later, the Lions' lead had been cut to just six points.
Left winger Danwel Demas was the first Cheetah to cross the Lions' whitewash, four minutes after Ferris' departure.
The South African Sevens star looked dangerous throughout this encounter and he gratefully accepted Potgieter's well-weighted pass out to the left as the Cheetahs made immediate use of their numerical advantage.
Demas went over untouched, taking the scoring pass just inside the left touchline and then cruising round towards the posts for a score that brought life back into a previously-startled South African support.
The 27-year-old flyer then went close to claiming another try and although the bounce of ball proved unkind for Demas, the Cheetahs did not have to wait long for their second team score.
This time it was power rather than pace that did the damage, with prop Wian Du Preez barging over from close range after the Lions had lost possession deep inside their own territory.
Out-half Potgieter was successful with both conversions to bring the Cheetahs back to within a single score and dispel any thoughts of a Lions try-scoring fest to match the 74-10 midweek win..
Hook and Potgieter traded penalties either side of half-time before impressive work in the scrum from the Lions pack earned another kickable penalty attempt.
Hook rewarded his forwards for their dominance in the set piece with his sixth successful kick at goal from six attempts as the Lions moved nine points clear with just under half-an-hour remaining.
That proved to be the Lions' last scoring contribution of the match, however, as Britain and Ireland's aces failed to hit their Wednesday night heights.
Instead, it was the Cheetahs who claimed their third try of the match through a 90-metre interception from centre Corne Uys.
With the Lions pressing for what surely would have been the killer score, Shane Williams attempted to feed Hook just 10 metres from the Cheetahs line but Uys read the pass perfectly and ran almost the length of the field to give his side real hope of a remarkable comeback win.
With the conversion added from underneath the posts, the Cheetahs knew another penalty or drop goal would see them turn a two-point defeat into a single-point win over McGeechan's charges.
And they so nearly ensured that was the case with more than 78 minutes played as Strydom made contact with a 45-metre drop from wide on the left.
Both sets of players seemed to have to wait an eternity for the ball to fall from the South African sky and when it did, it was the Lions who were breathing a sigh of relief.
Seeing out the remaining minute-and-a-half, O'Connell secured a crucial late penalty which maintained the Lions' winning start to the tour which they will hope to maintain against the Sharks in Durban on Wednesday.
With Fitzgerald suffering cramp late on, Gordon D'Arcy, the latest arrival on tour, was sprung from the bench for his first appearance for the Lions since the 2005 tour to New Zealand.
After the Sharks game, it is on to Cape Town to play Western Province next Saturday before a Tuesday night clash with the Southern Kings precedes a return to Durban for the first Test against the Springboks on June 20.
TIME LINE: 7 minutes - British & Irish Lions penalty: James Hook - 0-3; 9 mins - Free State Cheetahs penalty: missed by Jacques-Louis Potgieter - 0-3; 11 mins - British & Irish Lions try: Stephen Ferris - 0-8; conversion: James Hook - 0-10; 16 mins - British & Irish Lions try: Keith Earls - 0-15; conversion: James Hook - 0-17; 21 mins - British & Irish Lions penalty: James Hook - 0-20; 23 mins - British & Irish Lions sin-binning: Stephen Ferris (killing the ball); 26 mins - Free State Cheetahs try: Danwel Demas - 5-20; conversion: Jacques-Louis Potgieter - 7-20; 34 mins - Free State Cheetahs try: Wian Du Preez - 12-20; conversion: Jacques-Louis Potgieter - 14-20; 39 mins - British & Irish Lions penalty: James Hook - 14-23; Half-time - Free State Cheetahs 14 British & Irish Lions 23; 42 mins - Free State Cheetahs penalty: Jacques-Louis Potgieter - 17-23; 51 mins - British & Irish Lions penalty: James Hook - 17-26; 53 mins - Free State Cheetahs penalty: missed by Jacques-Louis Potgieter - 17-26; 69 mins - Free State Cheetahs penalty: missed by Louis Strydom - 17-26; 72 mins - Free State Cheetahs try: Corne Uys - 22-26; conversion: Louis Strydom - 24-26; Full-time - Free State Cheetahs 24 British & Irish Lions 26
FREE STATE CHEETAHS: Hennie Daniller; Danwel Demas, Corne Uys, Meyer Bosman, JW Jonker; Jacques-Louis Potgieter, Tewis De Bruyn; Wian Du Preez, Adriaan Strauss, Kobus Calldo, Nico Breedt, David De Villiers, Heinrich Brussow, Francois Uys, Hendro Scholtz (capt).
Replacements used: Gerrie Odendaal for De Bruyn (45 mins), WP Nel for Calldo, Frans Viljoen for Breedt (both 47), Richardt Strauss for Adriaan Strauss (51), Louis Strydom for Potgieter (60), Kabamba Floors for Scholtz (64). Not used: Fabian Juries.
BRITISH & IRISH LIONS: Lee Byrne (Ospreys/Wales); Leigh Halfpenny (Cardiff Blues/Wales), Keith Earls (Munster/Ireland), Luke Fitzgerald (Leinster/Ireland), Shane Williams (Ospreys/Wales); James Hook (Ospreys/Wales), Harry Ellis (Leicester Tigers/England); Andrew Sheridan (Sale Sharks/England), Ross Ford (Edinburgh/Scotland), Euan Murray (Northampton Saints/Scotland), Donncha O'Callaghan (Munster/Ireland), Paul O'Connell (Munster/Ireland) (capt), Stephen Ferris (Ulster/Ireland), Joe Worsley (London Wasps/England), Andy Powell (Cardiff Blues/Wales).
Replacements used: Adam Jones (Ospreys/Wales) for Murray, Matthew Rees (Scarlets/Wales) for Ford (both 63), Nathan Hines (Perpignan/Scotland) for Worsley (68), Gordon D'Arcy (Leinster/Ireland) for Fitzgerald (75). Not used: Simon Shaw (London Wasps/England), Mike Blair (Edinburgh/Scotland), Ronan O'Gara (Munster/Ireland).
Referee: Wayne Barnes (England)