Australia halted England's autumn momentum in its tracks with a juddering 20-14 victory at Twickenham.
The Wallabies were as clinical as England were wasteful as they took their chances then held England's ferocious and increasingly frustrated attacks at bay in the final quarter.
Nick Cummins and Manu Tuilagi scored unconverted tries but four penalties and a drop goal from Berrick Barnes proved the difference between the sides, with Toby Flood landing three penalties for England.
The injury-hit Wallabies were thumped 33-6 by France last week but looked a completely different side as they dominated England in the opening exchanges, although Flood edged the hosts ahead with an early penalty for an offside from Danny Care's box-kick.
Michael Hooper burst through the England defence and Barnes popped over a drop goal with his left foot to level the scores, before Flood broke the gain-line and earned another penalty which he knocked over.
But it was the Wallabies who began to take control and after a spell of pressure on the England line, Ben Alexander was ruled just short by the TMO before Barnes levelled the scores for an earlier offside.
Flood put England 9-6 ahead only for a poor kick from hand by Care to gift possession in midfield to Nick Phipps, who sped through a gap and put a well-timed pass into the hands of Nick Cummins who went in at the corner for his first international try.
But two minutes from the half Care made amends as he bravely took a quick tap penalty in the Australia 22 and after good hands from Tom Johnson and Brad Barritt, Tuilagi was able to power over in the corner and just manage a fingertip touchdown, confirmed by the TMO.
Barnes' boot played the key role in the third quarter as Australia carved out good possession and territory with precise passing and kicking, three penalties their reward and a 20-14 lead.
England had plenty of chances to regain the lead in the final 20 minutes but a combination of solid defence and handling errors kept them at bay.
Thomas Waldrom came closest to getting over with a close-range charge after a third successive catch and drive, but the TMO this time ruled he had lost the ball in the act of touching down.
England had earlier turned down chances to kick three points and had to stick with that tactic into the final five minutes as they sought the converted try which would have won the game.
But after yet another penalty, catch and drive in the corner, they were pinged for offside as the support got in front of the ball-carrier.
It summed up England's afternoon - plenty of commitment and energy, not nearly enough craft or precision.
With South Africa and New Zealand next up on successive Saturdays, the autumn series which started so brightly with a 10-try win over Fiji last week is starting to look a little bleak.