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