At a rain soaked Old Coventrians Rugby Club, The Bears lead 10-8 at the break with Richard Jenkins and Karl Wesley on his debut scoring tries.
In the second half, tries from Whitehouse and Jenkins had the Bears 22-8 in front but Derby came back with tries from Jonathon Cartlidge (2), Paul Worthington, Tristan Gill and Gareth Daikin to win the match.
Next Saturday, the Bears travel to leaders Leicester Phoenix and face their old coach Ty Watson.