Australia bounced back from last week's loss to France by beating England 14-20 at Twickenham.
Australia's Wallabies relieved pressure on their coach Robbie Deans and restored their team morale by defying the pre-match predictions.
The Wallabies trailed 14-11 at halftime and managed to keep England scoreless after the break and fullback Berrick Barnes slotted over three penalties to see them home a week after slumping to a feeble 33-6 loss in France.
England's only try of the match came from Manu Tuilagi in the 39th minute and cancelled out Nick Cummins' first international score four minutes earlier, with the sides never separated by more than three points in the first half. Barnes finished with 15 points from the boot.
"We spoke about character and resolve after the France loss," Australia captain Nathan Sharpe said.
"We had something to prove - our effort was outstanding."
The Australians' first victory in three Cook Cup matches against England crucially keeps them ahead of their old rivals in the world rankings, ahead of the pool draw for the 2015 World Cup on Dec. 3.
Suddenly, it's Stuart Lancaster's young side with questions to answer, with South Africa and New Zealand to come over the next two weekends.
England's decision-making will be questioned, with captain Chris Robshaw turning down three penalty kicks at goal in the second half in favour of attacking lineouts as the team finished strongly.
"We are devastated to have lost the game," Lancaster said.
"We were looking for the opportunity to finish off and nail the game but we didn't take them."
Last weekend's embarrassing defeat in Paris led to some serious soul-searching in the injury-hit Australia camp, with Deans in particular coming under fire from critics because of the team's ongoing sterility and lack of creativity out wide.
Australia great David Campese was especially strident in calling for Deans' head with the team having won just six of 12 matches in 2012.
The Wallaby scrum - always a source of scrutiny - was also heavily criticized but prop Ben Alexander's return from injury led to a huge improvement in that department, winning two against the head in the first half. A crowd of 81,316 was kept quiet until the tense final quarter.
"We probably didn't have the result we wanted in terms of scoring points, but what won us the game was the 20-30 minutes spent on our tryline (near the end)," Sharpe said.
The Wallabies will wonder how they turned around behind after impressing in a hard-fought and error-strewn first half when England - playing in a garish purple kit - struggled to flow.
Toby Flood's third-minute penalty gave England an early lead but Australia gained momentum, with Barnes dropping a goal in the 13th after sustained pressure.
The kickers traded penalties before the game exploded into life in the final six minutes of the half.
After conceding a third penalty to Flood, Australia won the restart and a surging run by scrumhalf Nick Phipps helped set up the scraggly haired Cummins, who hared down the touchline to dive over in the corner for only Australia's 13th try in 13 games this year.
England's complaints of interference by Alexander in front of a covering Tom Palmer in the build-up went ignored.
After Danny Care's quick tap from a kickable penalty position, Tom Johnson and Brad Barritt passed along the line to Tuilagi, who held off Digby Ioane and Adam Ashley-Cooper to stretch and ground the ball in the left corner.
After an agonizing three-minute wait, the video referee adjudged the strapping Samoa-born centre to have touched the line with the ball.
Undeterred, the Australians remained on the front foot at the start of the second half, camping themselves in English territory, dominating the breakdown and punishing infringements from the home team.
Barnes helped himself to three penalties in a 10-minute span to put Australia 20-14 ahead by the 53rd but back came England, substitute Mako Vunipola dazing Dave Dennis with a powerful run before Ashton was held up near the line.
Despite there being 25 minutes left, England turned down two kicks at goal in favour of attacking lineouts but came up short, with No. 8 Thomas Waldrom failing to ground cleanly on the line as he stretched after a scrambling run.
"That's a decision myself and other leaders have to have a look at," Robshaw said.
"We need to make sure if you do go, you come away with some points."
As the end of the match neared England had finally found their form but the tourists were hanging on and nearly pulled more than a score clear only for Barnes' long-range penalty to drop just short of the crossbar.
Another sustained drive by England ended with Wycliff Palu vitally stealing possession near his own tryline, one of many attacks repelled in the last 15 minutes.
Final Score England 14 (14) Australia 20 (11)
Tries - Tuilagi
Pen - Flood 3
Tries - Cummins
Pen - Barnes 4
Con - Barnes 4
Referee: Romain Poite (FRA)
Alex Goode; Chris Ashton, Manu Tuilagi, Brad Barritt, Charlie Sharples; Toby Flood, Danny Care; Thomas Waldrom, Chris Robshaw (capt), Tom Johnson; Geoff Parling, Tom Palmer; Dan Cole, Tom Youngs, Joe Marler
Replacements: David Paice, David Wilson, Mako Vunipola, Joe Launchbury, Tom Wood, Ben Youngs, Owen Farrell, Mike Brown
Berrick Barnes; Digby Ioane, Adam Ashley-Cooper, Ben Tapuai, Nick Cummins; Kurtley Beale, Nick Phipps; Wycliff Palu, Michael Hooper, Dave Dennis; Nathan Sharpe (capt), Sitaleki Timani; Ben Alexander, Tatafu Polota Nau, Benn Robinson
Replacements: Stephen Moore, James Slipper, Sekope Kepu, Radike Samo, Liam Gill, Brett Sheehan, Mike Harris, Drew Mitchell