Gloucester started with a re-shuffled back-line after Terry Fanolua (back) and Olly Morgan (hamstring) failed to shake off injuries.
Brad Davies started at full-back for the first time and James Forrester started at inside centre, with Ryan Lamb and James Merriman coming on to the bench.
A Jonny Wilkinson penalty gave Newcastle the lead after 15 minutes, before Gloucester struck back with a flowing move that saw Forrester power through the tackles for a try. McRae's superb touchline conversion added the extras.
The Falcons took the lead back straight from the restart with a Wilkinson penalty and a converted Matt Burke try to go in 13-7 up at half time.
Gloucester dominated the opening period of the second half with the forwards working well as a unit.
Adam Balding's try on 45 minutes was followed with Forrester's second to see the game go into the final 20 minutes with just one point in it.
Newcastle pressured Gloucester for a penalty that would have seen them take the lead, but the defence held strong.
Despite two earlier penalties going astray, as well as two conversions, with both McRae and Brad Davies lining up the kicks, it was the Aussie fly-half who slotted two pressure kicks in the final seven minutes to seal the win.
Brad Davies got a good early touch from full-back, as his chip kick went nicely into the Falcons 22.
Gloucester maintained the territory with some high tempo play, maintained by Gomarsall at scrum-half and Simpson-Daniel and James Forrester in the centres.
Jonny Wilkinson caught Gloucester off-guard as he jinked his way through the tackles to get Newcastle out of trouble.
Duncan McRae's chip into the corner caused Newcastle all sorts of trouble, as Brad Davies and James Bailey chased Mathew Tait down. But the young wing off-loaded behind his own line to Burke, who cleared.
Gloucester continued their early territory and Gomarsall's box kick almost caught Newcastle asleep in their own 22, but the bounce just avoided Kiole's chase.
The visitors were penalised and McRae put his kick wide from outside the 22.
Gary Powell was penalised for coming in from the side just inside his own half, but Wilkinson opted for touch with the kick to take the Falcons to the 22 and their first attacking move of the day.
Tom May sliced open Gloucester's defence on the half way line, when he broke the first tackle and raced 20 metres into space. Mayerhofler was in support and he off-loaded to Cory Harris who dived for the line. The open-side was held up and Grindal spun the ball out wide to Mayerhofler and Noon, before Spreadbury pulled play back for a penalty, that Wilkinson slotted.
(3-0 to Newc)
McRae's kicks to the corner kept pinning Newcastle back. Brown stole Falcons set-piece ball and McRae started the counter, but his cross-field pass was just that little bit too far ahead of Narraway as he charged into the 22, and the knock-on gave Rob Andrew's team possession.
At the scrum, the Gloucester front row destroyed the opposition and won their own foot-in. Newcastle were penalised for pulling the scrum round and McRae went to touch inside Falcons' 22. The pack looked like it had got a move forward, but the ball was knocked on and Newcastle cleared. From the line-out Narraway won possession and McRae put Simpson-Daniel into space with a flat pass. Seti Kiole came in on the angle, but knocked on in the tackle.
Alex Brown stole Newcastle line-out ball on half way. Gomarsall put Forrester into space, and the back-row man, turned centre, made 10 metres into the Falcons half. Gomarsall, who was having a great game, put Narraway away, who had Brad Davies in support, before James Bailey was tackled by Tait out wide.
Gomarsall kept the phases building on the visitor's 22, and Narraway and Simpson-Daniel were all involved, before Balding grabbed the ball from the base of ruck and ran at an angle into the 22. Forrester took it on and barged the tacklers to one side. He stayed on his feet and went for the line and the score. McRae converted from the touchline.
(7-3 to Glos)
Newcastle responded immediately with a Jonny Wilkinson penalty. David Wilson replaced Micky Ward.
(7-6 to Glos)
Brad Davies' defence was superb as he chased a kick ahead from Newcastle to prevent another Falcons try.
But Newcastle scored soon after through Matt Burke. Newcastle were quick to pass and find the space as they countered into the Gloucester 22. Burke showed the pass but cut inside and despite a tackle from Adam Eustace barged over for the try. Wilkinson coverted.
(13-7 to Newc)
Gloucester hit back and Jake Boer drove into the Falcons defence. Wilkinson held him up, and Newcastle were penalised for coming over the top. McRae stepped up for a kick in front of the posts, but it went wide.
Half time: Gloucester 7 Newcastle 13
Gloucester came out for the second half in determined mood, with Jake Boer making metres from the back of a Newcastle line-out.
Buxton replaced Narraway. Gloucester maintained that momentum with some superb tight play from the forwards. Spreadbury signalled advantage to Gloucester midway into the Newcastle half after a storming run from Kiole. Gomarsall set-up Mefin Davies, Peter Buxton made five metres at pace. Gary Powell took it on, and Boer was on his outside, who found Balding with skilful passing. The captain cut inside and powered over for the try. Davies' conversion went wide.
(13-12 to Newc)
Newcastle made inroads into the Gloucester half from the restart, but Balding and his forwards kept digging away and overpowered them to kick ahead upfield.
Colin Charvis rolled off the back of a ruck and was pulled down 10 metres short. Spreadbury blew his whistle and pulled play back to the 22 for a previous penalty. Wilkinson maintained his 100 per cent record (50 mins).
(16-12 to Newc)
McRae went to the corner with a penalty that was within kicking distance, but with the points not going over from previous attempts, touch was the option, and the Gloucester side pushed Newcastle back to their own line.
Balding won the line-out and as the play came out to McRae, his grubber kick was picked up by Wilkinson and the number 10 cleared. Again, play came back for a penalty and McRae went to touch. Balding took the possession and the forwards went for the line. They were held up, and won the foot-in to the scrum. The ball came out to the halfbacks and Bailey lost the ball in the tackle.
It was all Gloucester as the second period progressed. Kiole returned a kick from Wilkinson and Gomarsall was quick to the recycle. McRae found Simpson-Daniel in midfield and the outside centre burst through the Falcons defence to make 20 metres. Gomarsall was by his side and the visitors were stretched, but the final pass out wide was knocked on by Brad Davies.
The Gloucester scrum was immense as it destroyed the Falcons front row to win the foot-in. Quick ball came out to McRae, then Simpson-Daniel and Kiole. The Newcastle back line was stretched. Gomarsall quickly saw space on the short side five metres out, and Bailey's quick hands put Forrester over the line. Davies' touchline conversion was wide.
(17-16 to Glos)
McRae picked up a loose ball on halfway and quickly kicked ahead. It came to a race between May and Kiole, but as the ball bobbled, Kiole couldn't quite keep hold of it.
Gloucester threw everything at the game with quarter of an hour left. McRae found Simpson-Daniel at full pace on the Newcastle 22. Bailey just couldn't get the pass away as he was tackled.
Newcastle almost regained the lead. Noon broke a number of tackles from inside his own half. May took it on and raced clear, but Kiole, who had been struggling with a shoulder injury, pulled him down and the Falcons wing was penalised for not releasing the ball.
Foster replaced Kiole for Gloucester, and Parling came on for Gross for the Falcons.
Gomarsall stole a loose ball, but Spreadbury, who had kept the crowd vocal all afternoon, penalised Melville's men two metres inside the Newcastle half. Wilkinson stepped up for the three points, and the kick fell under the cross bar and McRae cleared.
Gloucester then won a penalty on the Newcastle 22 with seven minutes to go. McRae went for the posts and slotted it perfectly.
(20-16 to Glos)
The Gloucester crowd got right behind their team as the defence held out after constant pressure from Newcastle.
Sigley replaced Powell.
Long replaced Wilson in the Falcons front row.
McRae pinned Newcastle back with a lovely kick into the corner. Play came back as Thompson was penalised and McRae pointed to the sticks for another kick. The Aussie slotted it perfectly.
(23-16 to Glos)
Final score: Gloucester 23 Newcastle 16