England earned their first significant victory of Martin Johnson's managerial tenure as they edged a pulsating second Test in Sydney to level the series 1-1.
The visitors led 15-13 at half-time after first Test tries for scrum-half Ben Youngs and wing Chris Ashton.
Matt Giteau replied with two tries for the hosts either side of the interval.
But penalties from Toby Flood and his replacement Jonny Wilkinson put England back in front, and they survived two Giteau missed penalties to squeak home.
The second from the celebrated Wallabies centre was a dreadful scuffed effort from right in front of the posts with 10 minutes left.
But England deserved their good fortune after a display brimming with intent, yielding a first win over Tri-Nations opposition since the 2007 World Cup and a first in Australia since their 2003 triumph.
It was also only their second away victory (the other was in Italy) in two years under Johnson, for whom the pressure will ease slightly after the most convincing display of his reign.
Buoyed by some snappy service from 20-year-old scrum-half Youngs on his first Test start, England began brightly with full-back Ben Foden running the ball effectively.
Flood kicked a straightforward penalty inside two minutes, but Giteau cancelled it out after the first scrum of the match.
England won a free-kick and called for another scrum, but the Wallabies shoved the red rose pack through 90 degrees, sparking a scuffle between the two front rows.
After an intervention from asssistant referee Nigel Owens, England prop Tim Payne was the man fingered for the final punch.
Further indiscipline from hooker Steve Thompson - who took out Nathan Sharpe with a ridiculous shoulder charge at a ruck - and Courtney Lawes, on his first Test start, saw Giteau edge the Wallabies ahead after 15 minutes.
But England's response was superb. Croft won a line-out and Youngs accelerated through the tail of it, his electric pace taking him arching around Drew Mitchell to dive over in the left corner.
Flood's conversion put England 10-6 up, but the lead only lasted four minutes as the hosts fashioned a superbly-worked try from a scrum.
Giteau's decoy run fixed the England midfield defence, wing Digby Ioane charged onto Quade Cooper's pass before releasing the supporting Giteau to race over, the inside centre adding the extras for a 13-10 advantage.
Chris Ashton stretches over to score his first Test try
England's pack countered by driving the Australians off their own ball at the next scrum, but Flood's penalty attempt from halfway drifted narrowly wide.
It wasn't long before the scoreboard was moving again though as another sharp pass from Youngs and a smart offload from lock Tom Palmer sent Ashton darting away on an angled run to score in the left corner.
Flood missed the conversion from wide out, and Giteau in turn was off target with two penalty attempts in quick succession to offer the visitors further sustenance as the interval beckoned.
But Australia landed the first blow on the resumption, once more courtesy of their devastating backline.
There appeared to be a hint of a knock-on from scrum-half Will Genia, but Cooper swiftly moved the ball right and centre Rob Horne, full-back James O'Connor and wing Mitchell combined to send Giteau in for his second try, his conversion making it 20-15.
Flood soon landed a penalty in reply, but appeared to have hurt his left ankle and was replaced by Jonny Wilkinson 10 minutes into the second half.
At the scene of his greatest triumph, the first act of England's World Cup-winning hero was to land a penalty at the same end as his memorable 2003 drop-goal, to put his side back in front.
That was the sixth time the lead had changed hands, and remarkably the last score of the game.
Australia launched a series of attacks, only for England to counter-ruck effectively under the cosh and win a vital penalty.
Lawes required treatment before being replaced by the veteran Simon Shaw, while Johnson made two more surprising changes - Danny Care coming on for the excellent Youngs and Delon Armitage taking over from Mike Tindall at outside centre.
Giteau missed a penalty from wide on the left touchline, and then inexplicably pushed a further effort wide from in front of the posts with 10 minutes left that would have regained the lead.
As the minutes ticked down, Croft won another vital penalty and Wilkinson had the chance to extend the advantage with a minute left, but he too missed from little more than 30m.
But the fly-half was soon booting the ball into touch to put the seal on a memorable English victory.
Australia: James O'Connor; Digby Ioane, Rob Horne, Matt Giteau, Drew Mitchell; Quade Cooper, Will Genia; Ben Daley, Saia Faingaa, Salesi Ma'afu, Dean Mumm, Nathan Sharpe, Rocky Elsom (captain), David Pocock, Richard Brown. Replacements: Huia Edmonds (for Faingaa, 72), James Slipper (for Ma'afu, 53), Mark Chisholm (for Mumm, 54), Matt Hodgson, Luke Burgess, Berrick Barnes, Adam Ashley-Cooper (for Ioane, 63).
England: Ben Foden; Mark Cueto, Mike Tindall, Shontayne Hape, Chris Ashton; Toby Flood, Ben Youngs; Tim Payne, Steve Thompson, Dan Cole, Courtney Lawes, Tom Palmer, Tom Croft, Lewis Moody (capt), Nick Easter. Replacements: George Chuter (for Thompson, 71), David Wilson (for Cole, 5-12, for Payne, 71), Simon Shaw (for Lawes, 58), James Haskell, Danny Care (for Youngs, 66), Jonny Wilkinson (for Flood, 50), Delon Armitage (for Tindall, 68).
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