England's rebuilding process under Stuart Lancaster suffered a significant setback as Australia's under-fire side held on for a narrow but deserved win.
Fifteen points from the boot of the impressive Berrick Barnes and a first-half try from Nick Cummins secured victory for the Wallabies, transformed from the shambles of last week.
Seven days ago Robbie Deans' men were hammered 33-6 by France, but they were clinical where England were not and resolute in defence when the home side did threaten.
A controversial try from Manu Tuilagi and three penalties from Toby Flood had given England a 14-11 half-time lead.
But despite controlling possession and territory in the last quarter, they failed to register a single point in the second period, three times opting to turn down kickable penalties as they searched for a second try.
It means Lancaster's men have now won just one of their last five matches and with South Africa and world champions New Zealand to come in the next fortnight, they face a tough fight to turn that run around.
There was little of the set-piece domination that many had predicted, and when they did have the ball England lacked both precision and a cutting edge.
Flood's second-minute penalty had given them an early lead, although the Wallabies dictated the early possession and territory as a clever line-out almost sent hooker Tatafu Polota-Nau away.
Open-side Michael Hooper then made a scything outside break to set up a series of drives that led to Barnes clipping over a drop-goal for 3-3.
It was a scrappy opening quarter, Flood and Barnes exchanging penalties after the television match official (TMO) decided against awarding Ben Alexander a try as he burrowed into a heap of English defenders.
The visitors' unheralded pack was more than holding its own, only for Alexander to go off his feet as England struggled to make yards in enemy territory and gift Flood the chance to stroke over his third penalty.
Scrum-half Nick Phipps, stand-in for the more celebrated Will Genia, then made an audacious break after being fed by Barnes from an English clearing kick.
Spotting Tom Palmer in the defensive line, he zipped round the second-row and found Cummins haring up on his outside, the right-winger diving over in the corner to put the Wallabies 11-9 up.
England were struggling for fluency, but quick thinking from Danny Care and a generous TMO brought them back into the game as half-time approached.
Care took a quick tap, Tom Johnson and Brad Barritt took the ball on and Tuilagi thundered through two desperate defenders to reach out for the line when grounded.
If it was impossible to judge with the naked eye whether the centre put ball to paint, so there were doubts about the legality of Phipps' pass moments earlier. England's supporters, relieved to be ahead 14-11 at the interval, celebrated regardless.
The lead was short-lived, Barnes popping over another penalty as Australia once again came out with greater pace and purpose.
Barnes was starting to pull the strings. Another dinked kick through set up possession deep in the England 22; although Cummins was denied another try-scoring opportunity by a poor pass, the penalty was coming and Barnes took it.
With Joe Marler struggling at the scrum, Mako Vunipola came off the bench with Joe Launchbury and Tom Wood, but the Wallabies continued to menace.
Ben Tapui accelerated through on the left but put his pass behind the onrushing Cummins; seconds later Barnes extended the lead to six points with his fourth penalty as England infringed at the breakdown.
Finally it triggered a response. Launchbury rose to take a Flood garryown and England launched drive after drive; Tuilagi ignored an overlap on his right, Chris Ashton was held up short.
England set up camp five metres out, twice kicking penalties into touch as they sought the five points, and when Thomas Waldrom span and reached from another maul they thought they had it - only for the TMO to correctly rule that the number eight had lost control of the ball under immense duress.
Adam Ashley-Cooper won a key turnover as Tuilagi battered down the left and then Flood was called for a forward pass as he looked to set Ashton away, two knock-ons costing further opportunities, but at last those openings were coming.
Australia coach Robbie Deans gambled by replacing the excellent loose-head Benn Robinson with James Slipper and Barnes fell just shy with another penalty from distance as the tension triggered errors.
With 13 minutes left England opted to run an emminently kickable penalty and, roared on by a capacity crowd of 81,000, drove to inches from the line only to be turned over by Wycliff Palu and then penalised.
It felt like a critical passage. Fine Wallaby defence somehow kept repeated home surges at bay; replacement scrum-half Ben Youngs struggled with his handling and decision-making as the seconds ticked away.
The die was cast. England's purple-shirted toilers could make no further inroads, and when Tuilagi spilled their final opportunity out wide the much-criticised Deans was able to celebrate a precious win.
England: Goode; Ashton, Tuilagi, Barritt, Sharples; Flood, Care; Marler, T Youngs, Cole, Palmer, Parling, Johnson, Robshaw, Waldrom.
Replacements: Farrell for Barritt (73), Brown for Sharples (60), B Youngs for Care (60), Vunipola for Marler (49), Paice for T. Youngs (73), Launchbury for Palmer (53), Wood for Johnson (49).
Not Used: Wilson.
Australia: Barnes; Cummins, Ashley-Cooper, Tapuai, Ioane; Beale, Phipps; Robinson, Polota-Nau, Alexander, Timani, Sharpe, Dennis, Hooper, Palu.
Replacements: Mitchell for Ioane (69), Slipper for Robinson (60), Moore for Polota-Nau (40), Kepu for Alexander (70), Gill for Dennis (55).
Not Used: Samo, Sheehan, Harris.
Ref: Romain Poite (France).