It was a tough old match for the Lions after their bye week but they had enough to get pass the Waratahs when they scrapped through 29-28.
Both sides scored four tries in what was a real ding-dong battle from start to finish.
The Waratahs had the better start scoring the first try in the first five minutes with Phipps at the end of a great break by Cam Clark.
An intercept from Marx led to a lineout and some quick passes which saw Aphiwe Dyantyi getting over for the Lions first try to level things up.
The Tahs hit back immediately when Michael Hooper got a free run to the line.
With in minutes the Lions level things up again this time through Stephan Lewies.
Defence was not in the order of the day with the Waratahs soon scoring their third try through a strong carry from Foketi and Simmons ending it off.
As it was the whole game the Lions responded with their third try when Vorster broke the line and send Kwagga Smith over in the corner.
Vorster first game back seems to give the Lions that extra spark in the backline.
Jantjies could not convert the try which left the Tahs leading 21-19.
They Lions took the lead for the first time early in the second half when Marx found plenty of space and send Skosan away.
This gave them a 26-21 lead but the Waratahs hit back soon after with another try this time from Staniforth.
The Lions got a penalty just before the end of the game which Reynolds slotted over to give them the lead back again at 29-28.
Both sides had chances to score before the end but defensive systems held tight.
This gave the Lions the narrowest of wins but one that they will take after a disappointing tour.
Defence from both sides were not great and something they will have to fix going forward.
Lions – Tries: Aphiwe Dyantyi, Stephan Lewies, Kwagga Smith, Courtnall Skosan. Conversions: Elton Jantjies (3). Penalties: Shaun Reynolds.
Waratahs – Tries: Nick Phipps, Michael Hooper, Rob Simmons, Tom Staniforth. Conversions: Bernard Foley (4).