Two late tries saw Harlequins come back to claim victory on the opening day of the Premiership season at Newcastle.
Alex Drombrandt and Joe Marchant went over in the last six minutes for Quins.
The home side had led 17-14 at the break thanks to scores from George McGuigan, Adam Radwan and Nathan Earle.
Tyrone Green and Wilco Louw added to George Head and Lennox Anyanwu's scores for Quins before McGuigan's second and Logo Mulipola gave the Falcons the lead again only for the visitors to win it.
The match was preceded by a minute's silence and players wore black armbands to mark the death of Queen Elizabeth II on Thursday.
Defeat meant a losing start for new Falcons director of rugby Dave Walder but he will have been encouraged by how his side matched up to a Quins outfit who came third last season.
Marchant secured the five points for the away side with two minutes to go when he picked up a loose offload as the home side sought a match-winning try of their own.
In the end they were forced to settle for a losing bonus point which came after McGuigan went in at the right-hand corner following a maul for his second try of the afternoon.
Newcastle director of rugby Dave Walder:
"I'm pleased and I'm disappointed. I'm proud of the lads for the way in which they fought back into the game, but then also we couldn't hold on.
"I think the way that the game ebbed and flowed we were never in complete control of it.
"They play some great rugby and have a really exciting brand. You sometimes have to hold your hands up and say that that was good rugby."
Harlequins director of rugby Tabai Matson:
"One of the things I love coaching this team is that they are just so positive.
"They want to go to a scrum or to go for a lineout to score a try instead of taking the easier option. It's one of those things that in the game, Newcastle were getting on top of us, but we did well to hit back and adapt to the opposition and the referee.
"The most pleasing thing about today is that we've taken five points in the first round."
Newcastle Falcons: Tait, Radwan, Stevenson, Lucock, Earle, Connon, Barton, Brantingham, McGuigan, Davison, Peterson, De Chaves, Robinson, Blamire, Welch.
Replacements: Maddison, Mulipola, Tampin, Merrick, Marshall, Nordli-Kelemeti, Schoeman, Wacokecoke.
Harlequins: Green, David, Northmore, Anyanwu, Murley, Allan, Gjaltema, Marler, Head, Louw, Hammond, Herbst, Kenningham, Lawday, Dombrandt.
Replacements:Walker, Kerrod, Collier, Lamb, Evans, Stafford, Edwards, Marchant.
Referee: Luke Pearce.