South Africa's World Cup preparations suffered a major blow as they slipped to a third straight Tri-Nations defeat against Australia at Durban's King's Park.
Penalties from Francois Steyn and Butch James, to one from James O'Connor, saw the hosts lead 6-3 at half-time.
Pat McCabe's try put the Wallabies ahead before James's second penalty edged the Boks back in front.
But two more O'Connor penalties in the final quarter saw Australia home.
The Springboks recalled a host of front-line players after a long period of inactivity but despite fielding the most experienced Test side in their history, they could not fashion a try.
They have only one match left, against the in-form All Blacks next Saturday, to recover some form and momentum before they open the defence of their world crown against Wales on 11 September.
New Zealand have opted to rest captain Richie McCaw, fly-half Dan Carter and a host of other leading names for their Tri-Nations match against the Springboks in Port Elizabeth next Saturday, 20 August.
Number eight Kieran Read, lock Brad Thorn, prop Owen Franks and backs Mils Muliaina and Conrad Smith will also miss the trip to South Africa as coach Graham Henry tries to keep players fresh for the World Cup.
Hooker Keven Mealamu will assume the captaincy, Colin Slade will get another chance to cement his place as Carter's back-up in the World Cup squad, and Israel Dagg, Isaia Toeava, Richard Kahui and Tony Woodcock all return after injury.
South Africa: Francois Steyn, JP Pietersen, Jaque Fourie, Jean De Villiers, Bryan Habana, Butch James, Fourie du Preez; Tendai Mtawarira, John Smit (capt), Jannie du Plessis, Bakkies Botha, Victor Matfield, Heinrich Brussow, Danie Rossouw, Pierre Spies.
Replacements: Bismarck du Plessis, Guthro Steenkamp, Gerhard Mostert, Jean Deysel, Francois Hougaard, Morne Steyn, Gio Aplon.
Australia: Kurtley Beale, James O'Connor, Adam Ashley-Cooper, Pat McCabe, Digby Ioane, Quade Cooper, Will Genia; Sekope Kepu, Stephen Moore, Ben Alexander, Nathan Sharpe, James Horwill, Rocky Elsom (capt), David Pocock, Scott Higginbotham.
Replacements: Saia Faingaa, Salesi Maafu, Sitaleki Timani, Ben McCalman, Radike Samo, Luke Burgess, Anthony Fainga'a.