The visitors to north Notts took the lead on two minutes through James Nichols before Aaron Moxam levelled the scores on 35 minutes for the Wrens.
Topliss’s first came three minutes before half-time to give the home side the advantage at the break, but it was soon all square when Nichols got his second on 58.
The game looked destined for a draw before Topliss stepped up to convert from 12 yards for his second, Rainworth’s third and the points.
The fact there were only five goals in the match was mainly due to the efforts of both keepers and to a lesser extent the woodwork.
Rainworth had the first attack but when it broke down, Barton’s quick break caught them out and Nichols opened the scoring in the 2nd minute. They nearly doubled their lead when on six minutes Ben Townsend did well to block Nichols’s goal bound effort.
Moxam and Topliss went close to testing Pat Weaver in the Barton goal before the keeper sprung into life to block Jack Barnett’s fierce drive. Townsend denied Nichol once more as both sides pushed.
An unmarked Moxam, in his last match before a move to Handsworth Paramore, headed home Tomas Poole’s corner at the near post to level. He had a part to play in the second as well.
Weaver blocked his shot and when the ball eventually fell to Topliss he curled an exquisite lob into the top corner.
Topliss went close after the break, Connor Griffin played in Moxam but Weaver was equal to it before Nichols pulled his side back in to the game.
Weaver prevented Topliss before his opposite number Townsend blocked two shots and then produced an acrobatic save to prevent the third shot in quick succession.
This was the signal for Rainworth to use all three substitutes bringing on Owen Heather; Bradley Maturin-Drew and Jordan Claxton for Moxam, Brewin and Matt Sykes.
Rainworth almost took the lead in the 78th minute when Barnett’s fierce shot hit the underside of the crossbar, coming down in the field of play with Weaver beaten. A minute later as Topliss broke on goal he was brought down in the act of shooting and the referee had no hesitation in awarding the penalty.
Topliss made no mistake from the spot sending the keeper the wrong way, as it finished 3-2 to Rainworth in an end-to-end encounter.
In the final minutes both sides threatened but neither keeper was forced into a safe and at the final whistle it was Rainworth who had come out victorious in this roller-coaster of a match.
RAINWORTH MWFC: Townsend; Widdowson; Griffin; Barnett; Booker; Buxton; Brewin(Maturin-Drew); Poole; Moxam (Heather); Topliss; Sykes (Claxton). Subs (not used): Ludlam; Clarke.
Referee: Mr. Kevin Saundby.
Man of the match: Ben Townsend.