A frantic first half provided 27 goals from the two teams, with five lead changes.
The Blues had the edge at the break – 14.8 (92) to the Lions' 13.1 (79).
The Blues should have had a bigger lead but for five consecutive behinds late in the first term.
Brisbane Lions came back hard in the third quarter, booting five goals and regaining the lead, before Carlton wrestled back the lead before the siren.The Blues booted the first goal of the match, with Kade Simpson slotting one through from outside 50.
Carlton piled on 14.8 in the first half, including nine goals in the second quarter, with captain Lance Whitnall roaring back into form with three goals in the first half.
Goalsneak Eddie Betts also kicked three first-half goals, while Ryan Houlihan and Heath Scotland were on top in the midfield before half-time, as the Blues benefited from a long and direct gameplan.
Oddly, given Brisbane's excellent kicking for goal for most of the match, it was only a string of missed set shots by the Lions late in the third quarter, two of them to Brown, that allowed Carlton to hold onto a one-point lead at the last change.
The Blues went in to the final change with a one-point lead but could manage only 1.5 in the last term as the Lions pulled away.
BRISBANE LIONS 6.1 13.1 18.4 21.10 (136)
CARLTON 5.6 14.8 17.11 18.16 (124)
Goals: Brisbane: C Johnson 3 J Brown 3 J Charman 3 L Power 2 T Notting 2 A McGrath 2 J Patfull 2 R Hadley J Roe C Stiller C Begley. Carlton: K Simpson 3 L Whitnall 3 E Betts 3 B Fevola 3 C Cloke 3 A Walker M Murphy M Lappin.
Best: Brisbane: J Brown S Black L Power C Stiller T Notting J Charman C Johnson. Carlton: R Houlihan H Scotland L Whitnall M Lappin K Simpson E Betts.
Injuries: Brisbane: Nil. Carlton: R Jackson (broken hand).
Reports: Nil.
Umpires: C Donlon M James M Head.
Official crowd: 33,598 at Telstra Dome.