The Lions were behind by 30 points at three-quarter time, but piled on seven goals to three from there to fall short but just six points, 16.16 (112) to 16.10 (106).
The difference was Blues spearhead Brendan Fevola who kicked eight goals for the match, including four in a third quarter that ultimately did enough to set up the win for the visitors.
Simon Black was a standout for the Lions with 33 possessions and a goal, while Daniel Rich -- quiet for most of the night -- was inspirational in the final-quarter fightback that almost got his team the four points.
Jared Brennan started the match at full-forward and ended with four goals, as did Jonathan Brown although the skipper's misses -- five behinds and one out-of-bounds on the full -- proved crucial in the final result.
The Lions also badly missed the run and poise of Josh Drummond who left the ground late in the first term with a calf injury and did not return.
The game started with usual full-forward Daniel Bradshaw standing Fevola as Michael Voss sought to sure up his inexperienced defence.
The move had mixed results. Brennan was certainly creative up forward, fashioning some unbelievable goals and almost single-handedly keeping his team in the contest as the Blues threatened to break away.
But Bradshaw was finding life at the other end of the ground difficult, especially with some of the silver-platter service being afforded to Fevola and his teammates in attack.
Carlton's edge around the ball gave opportunities for a greater spread of goalkickers and that proved to be the difference in the first half.
With Bradshaw in defence and Jonathan Brown quelled, it was left to Brennan to shoulder the scoring for the home team.
The Blues had no such problems and goals to Kade Simpson, Heath Scotland, Scott Fisher and Setanta O'hAilpin in his 50th game set up a 17-point lead at the major break.
The third-quarter begun with Joel MacDonald moved on to Fevola but the change did nothing to stop to burly full-forward as he added his fourth goal within a minute of the ball being bounced.
He went on to record another three for the term, and despite Brown finding his range with two goals and the increased output of Simon Black, the Blues always found the answers when the Lions threatened.
A tackle deep in attack earned Jefferey Garlett a free kick, from which he goaled, and when Ryan Houlihan loped inside 50 and sent through a wonderful running shot from wide on the boundary Carlton had established a five-goal lead at the final change.
But if the Blues thought victory was assured, they had another thing coming.
The Lions seized the momentum right from the opening moment of the final quarter running up three quick goals to suddenly cut the deficit to just 12 points.
And when Justin Sherman ran onto a ball from 40m to send home his first goal of the night, the Lions had pulled to within one straight kick.
Carlton responded through Andrew Carrazzo and Fevola again, but the Lions were not going quietly.
Rich had a massive final quarter and looked to have turned the game in his team's favour with a long-range goal before setting up Brown with a bullet-like pass.
But the skipper missed from directly in front and even though Bradshaw's second kept the contest alive, one sensed the moment was over.
The suspicion firmed when Brown's opposite number Judd nailed one home on the run to give the Blues just enough breathing space to hold on in a memorable contest.
The Lions will start a tough few weeks by travelling to Tasmania next Sunday to take on premiers Hawthorn.
Brisbane Lions 2.2 5.5 9.7 16.10 (106)
Carlton 3.6 7.10 13.13 16.16 (112)
GOALS
Brisbane Lions: Brennan, Brown 4, Power, Bradshaw 2, McGrath, Black, Sherman, Rich
Carlton: Fevola 8, Judd, O’hAilpin, Scotland, Houlihan, Garlett, Simpson, Carrazzo, Fisher
BEST
Brisbane Lions: Brennan, Black, Rich, Sherman, Clark, Adcock, Brown
Carlton: Fevola, Gibbs, Scotland, Judd, Bower, Thornton
INJURIES
Brisbane Lions: Drummond (calf)
Carlton: None
Reports: Nil
Umpires: James, Rosebury, Armstrong
Official crowd: 33,790 at Gabba
The views contained in this article are those of the author and not necessarily those of the clubs or the AFL
