Latest updates: (all times BST)
80 mins: TRY Australia Australia 43-18 England
The final word goes to England and Tom Varndell, who has had a torrid time at the Telstra Dome.
A break from scrum-half Nick Walshe creates space. England quickly spread the ball wide, and Iain Balshaw's pass lets Varndell end a difficult match on a high. Andy Goode kicks the conversion.
78 mins: TRY Australia 43-11 England
Australia are putting England to the sword now with Stephen Larkham on the end of another flowing move.
Larkham's pass inside his own half releases Lote Luqiri. He takes the tackle deep in England's 22 and finds the onrushing Larkham with his pass. Stirling Mortlock kicks another conversion.
76 mins: Another missed Australia opportunity lets England off the hook with a poor pass inside stopping a Wallaby move in its tracks.
70 mins: England receive a let-off as another superb Chris Latham break gets in behind the defence. He links up with Mark Gerrard, but the winger's one-handed pass inside is too casual and goes over Phil Waugh's head.
69 mins: There is a brief flare-up as England feel Magnus Lund is spear-tackled. Lote Tuqiri takes particular exception to England skipper Pat Sanderson but the referee quickly regains control.
66 mins: TRY Australia 36-11 England
Australia's backline show excellent skills to stretch their lead again as Mark Gerrard goes over for his second.
England turn the ball over in Australia's half, and the Wallabies instantly spot the space and overlap opportunity. Superb decision-making and execution by Stephen Larkham, George Gregan and Gerrard rip England apart.
Stirling Mortlock kicks another two points.
62 mins: PENALTY Australia 29-11 England
England are penalised for offside in midfield and Stirling Mortlock kicks the penalty from in front of the posts and about 40m out.
59 mins: Tom Varndell is being given a lesson in the realities of international rugby by opposite number Lote Tuqiri as the England man is thrown into touch yet again.
56 mins: Australia's George Gregan comes on to a huge reception as he sets a new world record for Test caps.
Gregan is winning his 120th cap, overtaking former England and Lions prop Jason Leonard's previous record.
55 mins: Mathew Tait's England career is still not taking flight. Playing out of position on the wing, Tait is taken off with Stuart Abbott coming on.
52 mins: Near misses for both sides as Lote Tuqiri's break down the field is pulled up for a forward pass. Soon after, Mike Catt cuts through the defence but Pat Sanderson had run a blocking line to stop Australia's defenders.
48 mins: TRY Australia 26-11 England
The first points for England since Andy Goode's early drop-goal as George Chuter scores to get England into double figures.
A half-break from Peter Richards creates the chance, and Chuter outpaces the only covering defender, prop Al Baxter, to score from 30m. Goode misses the conversion.
44 mins: TRY Australia 26-6 England
This could be a long night for England as flanker Mark Chisholm crosses for Australia's fourth try. He runs a simple line off Stephen Larkham, and the fly-half times his pass to perfection.
Stirling Mortlock adds the conversion.
43 mins: Both England's props are off the pitch for injuries, resulting in uncontested scrums.
42 mins: England launch an attack, and Andy Goode throws the ball out of the tackle - straight into the arms of referee Steve Walsh!
1204: Andy Goode kicks off to get the second half under way. England get the ball back but a misunderstanding between Mike Catt and Jamie Noon sees Australia take the ball back.
HALF-TIME: Australia 19-6 England
Referee Steve Walsh blows up for half-time with Australia well on top. England are staring down the barrel of a fifth straight defeat.
38 mins: TRY Australia 19-6 England
A brilliant try for the outstanding Lote Tuqiri, but England's defenders must take a serious look at their tackling.
Chris Latham sets it up with a determined run, but goes through the attempted tackles of Joe Worsley, Graham Rowntree, George Chuter and Michael Lipman in quick succession. He bursts into space, draws Iain Balshaw before Tuqiri cuts the line to cross. Stirling Mortlock kicks the conversion.
33 mins: Another change for Australia, with number eight Rocky Elsom replaced by debutant Wycliff Palu.
32 mins: England put the ball along the line and give Tom Varndell the chance to stretch his legs. But the Leicester flyer cannot get outside Chris Latham and finds himself bundled into touch.
28 mins: England launch another promising attack, but it hits the buffers as scrum-half Peter Richards is stripped of possession after dawdling over his pass.
26 mins: Potentially some more good news for England, with Australia prop Rodney Blake limping off to be replaced by Al Baxter, who was part of the Wallaby front row destroyed by England at Twickenham last year.
25 mins: Australia 12-6 England
England get a penalty 45m out, and Andy Goode makes no mistake to narrow the gap.
22 mins: England maul their way into the Australia 22 with a powerful surge, but the England backline get no change out of their opponents. A fine Lote Tuqiri tackle sends Tom Varndell over the touchline.
20 mins: The line-out is a mess for both sides, with England clearly targeting the throwing of Australia hooker Adam Freir.
18 mins: England are going backwards despite having plenty of possession. The tourists concede a penalty for hands in the ruck and Australia march forward again.
14 mins: TRY Australia 12-3 England
From the 5m scrum, Stephen Larkham launches a steepling crossfield kick which allows Mark Gerrard to leap above Mathew Tait and score.
Mortlock sends the conversion wide.
10 mins: England turn down a kickable penalty, preferring to run. But nothing goes right and three or four phases later, Australia have a 5m scrum after a brilliant tackle from Lote Tuqiri sends Iain Balshaw over his own try-line.
9 mins: England get some promising attacking ball, but a dreadful kick from Jamie Noon - when a pass was surely the better option - sails over the dead-ball line.
6 mins: TRY Australia 7-3 England
The lead for England does not last long. At their very next attack, Australia score the most fortunate of tries through George Smith.
The flanker chips ahead, and the ball bounces off Tom Varndell's head and perfectly into Smith's path, allowing him to cross under the posts unopposed.
Stirling Mortlock adds the simple conversion.
4 mins: DROP GOAL Australia 0-3 England
Andy Goode mishits a pot at goal after a period of England pressure, but the ball somehow keeps its trajectory enough to give England the lead.
1107: Stephen Larkham kicks off for Australia. The ball does not travel 10m, but Ben Kay plays the ball and knocks on to give Australia the scrum.
1104: The national anthems are sung with gusto, before the players remove their tracksuits and line up on the pitch.
1100: Stirling Mortlock, captain in place of the rested George Gregan, takes his team out as some stirring music blasts out of the speakers.
1058: Pat Sanderson leads his England side out onto the field at the Telstra Dome, and immediately brings the players into a huddle.
1045: England are forced into a late change with flanker Lewis Moody forced to drop out with a calf injury.
Coach Andy Robinson has sprung a surprise though, with Bath flanker Michael Lipman - who has played for Australia Under-21s - making his England debut despite not being included in the original 22-man squad.
Sale's Magnus Lund remains on the bench after making his debut last week.
England aim to avoid matching their worst losing run for 22 years as they attempt to turn the tables on Australia in Saturday's second Test in Melbourne.
Another defeat, following last week's 34-3 hiding, would be a fifth in a row, a run they last experienced in 1984.
England coach Andy Robinson has made six changes, with Jamie Noon and Andy Goode coming into the backs and four more in a Leicester-dominated pack.
Stirling Mortlock takes over from rested Australia captain George Gregan.
Hooker Adam Freier earns his first Test start since 2002 and lock Mark Chisholm has been moved to blind-side flanker.
Australia: Latham; Gerrard, Mortlock (capt), Rogers, Tuqiri; Larkham, Cordingley; Holmes, Freier, Blake, Vickerman, Sharpe, Chisholm, Smith, Elsom.
Replacements: Paul, Baxter, Palu, Waugh, Gregan, Rathbone, Shepherd.
England: Balshaw; Varndell, Noon, Catt, Tait; Goode, Richards; Rowntree, Chuter, White; Jones, Kay; Worsley, Lipman, Sanderson (capt).
Replacements: Mears, Payne, Deacon, Lund, Walshe, Barkley, Abbott.
Referee: Steve Walsh (New Zealand).