Australia gained sweet revenge for their World Cup final defeat as England were put to the sword in Brisbane.
Australia: 51 (21)
Tries: Rathbone 3, Paul 2, Tuqiri
Cons: Roff 2
Pens: Roff 5
England: 15 (8)
Tries: Hill, Dallaglio
The Wallabies were ruthless as they ran in six tries to condemn the world champions to a third heavy defeat on their southern hemisphere tour.
Wing Clyde Rathbone led the rout with a hat-trick, with Jeremy Paul grabbing a brace and Lote Tuqiri adding a sixth.
Richard Hill and Lawrence Dallaglio scored a try in either half but England were well beaten by the end.
After two heavy defeats in New Zealand, the tourists were desperate to salvage something from their 18th Test of a punishingly long season.
But they found themselves 6-0 behind inside 10 minutes as Roff landed two early penalties.
Hodgson reduced the deficit from in front of the posts, and England tried to move the ball as Mike Catt released Tom Voyce, only for the move to break down when prop Julian White found himself at fly-half.
Instead Australia scored a superb try from a lineout on halfway, finished off by Rathbone, a late call-up for Wendell Sailor who pulled a hamstring in the warm-up.
Stephen Larkham's long pass, Stirling Mortlock's decoy run and Matt Giteau's pop-up pass released Tuqiri, who sent Rathbone over in the right corner.
Roff converted and added a third penalty to put Australia 16-3 up by the end of the first quarter.
The Wallabies lost hooker Brendan Cannon to injury after what was harshly adjudged as a high tackle from Simon Shaw.
And England got themselves back into the game with their first try of the tour just before the half-hour.
A wave of attacks sparked by Josh Lewsey appeared to have broken down when Hodgson's pass through his legs was dropped by Catt.
Hodgson could not convert from wide out, and England ended the half under more concerted Australian pressure.
But Ben Cohen reacted quickly, swapping passes with Voyce before sending the supporting Hill over in the left corner.
The Wallabies duly manufactured another excellent try when Larkham's cut-out pass found Roff, who sold Cohen a dummy and sent Rathbone in for his second.
England brought on Steve Thompson at hooker and Olly Barkley for Catt at half-time, and Matt Dawson
appeared within five minutes.
After Roff had dispatched another penalty England scored a second try when Dawson took a quick tap penalty and Hodgson put Dallaglio over from close range.
When Hodgson converted to make it 24-15 after 48 minutes the stage appeared set for an England comeback.
England struggled to stem the tide
But Australia quickly snuffed out that threat as Rathbone collected his own kick ahead to complete his hat-trick.
That score opened the floodgates and three more tries followed in a devastating 15-minute spell.
Roff showed his class again to scythe through and send Paul over for the first of his two tries, the replacement hooker finishing off another flowing move moments later.
Tuqiri then slashed his way through a demoralised defence for the sixth before Roff rubbed salt in England wounds with a last-minute penalty to bring up the half-century.
Australia: J Roff; C Rathbone, S Mortlock, M Giteau, L Tuqiri; S Larkham, G Gregan (captain); B Young, B Cannon, A Baxter, J Harrison, N Sharpe, R Samo, P Waugh, D Lyons
Replacements: M Dunning, J Paul, D Vickerman, G Smith, J Roe, M Henjak, C Latham.
England: J Lewsey; T Voyce, M Catt, M Tindall, B Cohen; C Hodgson, A Gomarsall; T Payne, M Regan, J White, S Shaw, S Borthwick, J Worsley, R Hill, L Dallaglio (captain).
Replacements: S Thompson, M Worsley, M Corry, M Lipman, M Dawson, F Waters, O Barkley.