Australia (7) 25
Tries: Gerrard, Hoiles, Giteau
Cons: Mortlock 2
Pens: Mortlock 2
South Africa (17) 17
Tries: Van Heerden, Paulse
Con: Hougaard 2
Pen: Hougaard
Australia marked the final home appearances of half-backs George Gregan and Stephen Larkham by fighting back to beat an understrength South Africa.
Tries from Wikus van Heerden and Breyton Paulse helped the Boks into a surprise 17-0 lead in Sydney.
Mark Gerrard's try got the hosts on the board and they levelled when Stephen Hoiles scored early in the second half.
Matt Giteau added a third try, with Stirling Mortlock kicking 10 points to put them top of the Tri-Nations table.
It was an emotional occasion for the hosts with Gregan and Larkham, who were winning their 133rd and 100th caps respectively, playing for the last time in front of their home fans.
606: DEBATE
And, with South Africa having left over 20 leading players at home to rest ahead of the competition, they seemed certain to leave on a winning note.
But after Giteau was harshly penalised for a forward pass, the Boks made the most of their superb field position to open the scoring with a close-range try from Van Heerden.
Hougaard landed the conversion and, just two minutes later, South Africa bagged their second try.
Australia's Nathan Sharpe forced a wide pass in midfield and Breyton Paulse swooped in front of Stirling Mortlock to intercept.
The spring-heeled winger raced over from 10 metres inside his own half and celebrated in typical fashion with an acrobatic back flip.
Hougaard landed the conversion and then added a penalty when Sharpe was caught offside to give the second-string Boks a shock 17-0 lead.
It could have been even worse for the Wallabies, but Hougaard missed two kickable penalties.
The hosts, who once again looked vulnerable in the scrums, had barely made it into the South African half at that point.
But when they finally established a beachhead deep inside Springbok territory in the 22nd minute, they showed just how dangerous an attacking threat their backs can be.
Quick ball off the top of a line-out gave them the chance to cut loose, and a neat inside pass from Larkham gave Gerrard the chance to scythe over by the posts, with Mortlock landing the easy conversion.
Mortlock added a penalty to make it 17-10 at the break, and the hosts were level four minutes into the second half when Mortlock landed the conversion after number eight Hoiles crossed wide out.
Mortlock kicked his second penalty to put Australia into the lead after 52 minutes before Giteau went over with South Africa down to 14 men after hooker Gary Botha was sin-binned.
Mortlock missed the conversion but the eight-point margin was decisive as Australia bade farewell to the Gregan/Larkham partnership with a narrower victory than they might have expected.
Australia: Huxley; Gerrard, Mortlock, Giteau, Ashley-Cooper; Larkham, Gregan, Dunning, Freier, Shepherdson, Sharpe, Vickerman, Elsom, Smith, Hoiles.
Replacements: Hardman, Baxter, McMeniman, Lyons, Waugh, Staniforth, Mitchell.
South Africa: Fortuin; Paulse, Murray, Olivier, Pietersen; Hougaard, Pienaar; Van der Linde, Botha, J du Plessis, Ackermann, Muller, Van Heerden, Wannenburg, Skinstad.
Replacements: B du Plessis, Andrews, Van den Berg, Cronje, Claassens, Grant, Pretorius.
Referee: P Honiss (New Zealand)
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