Australia ruthlessly exposed England's fledgling tourists as they racked up a comfortable victory in Sydney in the first of a two-Test series.
Three Stirling Mortlock penalties gave the Wallabies a 9-0 half-time lead as England wasted several opportunities.
Olly Barkley got them on the board with a penalty on the resumption but Chris Latham's try effectively settled it.
The hosts rammed home their superiority with late scores from wing Mark Gerrard and debutant prop Rodney Blake.
England, who suffered a fourth consecutive Test defeat, will need a dramatic improvement if they are not to suffer further humiliation in Melbourne next Saturday.
The visitors enjoyed an early let-off when Mortlock pulled a penalty attempt wide, and there were several promising signs.
England's front row drove Australia's novice trio up at the first scrum, Mathew Tait made a half-break and Iain Balshaw put Tom Varndell in space, only for the wing to chip ahead.
Australia appeared to have targeted Varndell as a weak link in defence.
Varndell fails to take Larkham's high kick as Mortlock challenges
An early Larkham high bomb found him out of position but fortunately for England, Mortlock knocked on as he tried to claim it in the air.
The Leicester speedster also showed his handling skills are not yet of Test-match quality when England wasted a wonderful opportunity for a break-out.
Catt's cut-out pass found Tait, who moved it onto Varndell in space, but the wing threw a horrible pass over Tom Voyce into touch.
To compound the error, England promptly conceded a penalty which Mortlock dispatched for 6-0, having opened the scoring with his first successful attempt after 18 minutes.
Varndell did show his attacking prowess when he skipped round Lote Tuqiri, and England were unfortunate not to score the first try on the half-hour.
A delicate Barkley chip ahead into the Wallabies 22 was claimed by Mike Catt, and the fly-half repeated the trick moments later, this time with Balshaw the recipient.
But as the England full-back tried to ground the ball, Australia captain George Gregan managed to wrap a hand underneath it, and the video referee ruled no-try.
Balshaw was unlucky not to score
England's disappointment was compounded when they won a penalty from the subsequent 5m scrum, and Barkley somehow managed to slice it wide from 20m.
The visitors continued to threaten, captain Pat Sanderson selling Larkham a dummy only to ruin his good work with a ridiculously ambitious pass, intercepted by Tuqiri.
But Australia's backs started to find their rhythm as half-time beckoned, Mat Rogers just unable to take Gerrard's pass with the try-line beckoning.
Mortlock missed another straightforward penalty before rediscovering his range to land a third one with the last kick of the half, giving the Wallabies a healthy 9-0 advantage.
England started the second half well, Barkley getting them on the scoreboard with a penalty.
But they continued to make life difficult for themselves, Balshaw dithering in defence and Mortlock making it 12-3 with his fourth penalty when Barkley held on too long in the tackle.
Australia scored the opening try after 54 minutes when Mortlock slipped Latham through on a classy angle to the posts, Mortlock adding the extras.
England sent on a raft of replacements, Chris Jones, Joe Worsley - winning his 50th cap - and George Chuter - his first - in the pack, Andy Goode taking over from Barkley.
Jones immediately made his presence felt at the line-out and around the field.
But Australia showed their greater experience to swell the margin of victory with two late tries.
First Rathbone, on as a replacement, steamed onto an inside ball from Mortlock, and the flying Gerrard hacked on to score.
Then another replacement, Phil Waugh, surged onto Larkham's pass before sending debutant prop "Rodzilla" Blake over.
Australia: C Latham; M Gerrard, S Mortlock, M Rogers, L Tuqiri; S Larkham, G Gregan (capt); G Holmes, T McIsaac, R Blake, N Sharpe, D Vickerman, D Heenan, G Smith, R Elsom.
Replacements: J Paul (for McIsaac, 50), C Rathbone (for Rogers, 66), P Waugh (for Elsom, 67), Al Baxter (for Holmes, 70) , M Chisholm (for Elsom, 66, J Valentine (for Gregan, 75), C Shepherd (for Latham, 66).
England: I Balshaw; T Varndell, M Tait, M Catt, T Voyce; O Barkley, P Richards; G Rowntree, L Mears, J White, L Deacon, A Brown, M Lund, L Moody, P Sanderson (capt).
Replacements: G Chuter (for Mears, 57), C Jones (for Brown, 57), J Worsley (for Lund, 57), A Goode (for Barkley, 64), J Noon (for Barkley, 69), N Walshe (for Richards, 74).
Not used: T Payne.
Referee: Alan Lewis (Ireland).