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Looking more like the team who ended New Zealand's winning run last month than that thrashed 33-6 in Paris last week, the Wallabies yet again showed that they are at their best when everyone is writing them off.
Superior in every department, not least the scrum where England had been expected to dominate, they had to defend for long periods in the last quarter but were well worth the win.
England, looking for a third successive victory over the Wallabies, piled on the pressure but paid a heavy price for trying to run kickable penalties as great Australian defending kept them at bay.
"We spoke about character and resolve and that's something we showed tonight," said Australia captain Nathan Sharpe.
"There were times when we had a lot of attack but what won us the game was probably that 20-30 minutes on our tryline when we forced a lot of turnovers."
Berrick Barnes, in at fullback, winger Digby Ioane, lock Sekope Kepu and tighthead prop Ben Alexander were all brought back after the Paris defeat and Australia were unrecognisable.
Alexander's return certainly restored order to the Wallaby scrum, which more than held its own having been blown away in Paris, and the Wallabies were in the ascendency for most of the first half.
England did well to earn nine points from three Toby Flood penalties while Barnes dropped a goal and scored one penalty to keep things tight.
The game then exploded into life in the last five minutes of the first half, with a try apiece.
England had been forced to defend their line for long periods as the rejuvenated Australian forwards pressed hard but it was a more typical backline break the earned the opening try.
A poor clearance kick by Danny Care was scooped up by livewire scrumhalf Nick Phipps, who scorched through two tackles before timing his pass perfectly to send winger Nick Cummins in for his first international try.
Care quickly made amends though when, having been awarded a very kickable penalty, he opted for a quick tap and Brad Barritt's overhead and Tom Johnson's final touch sent Tuilagi in at the corner and the TMO ruled that he had stretched just far enough for a fraction of the ball to dissect the line.
Flood missed the touchline conversion but England were delighted to turn round 14-11 ahead having been on the back foot for most of the half.
Australia were quickest out of the blocks again in the second half, as three Barnes penalties edged them ahead - all England struggled to deal with clever chips.
Barnes was full of energy and ideas while the running of centre Ben Tapuai and the crisp passing of the whole backline kept Australia on top.
England, playing in their garish new cerise strip, finally got the ball as the introduction of prop Mako Vunipola and lock Joe Launchbury added some extra power but they were on the wrong end of a TV replay when number eight Thomas Waldrom lost control as he touched down.
England's backs finally got moving but this time the decision to turn down easy penalties misfired twice when their tap-and-go moves came to nothing in the face of some furious defending.
"That's a decision myself and other leaders have to have a look at," said England captain Chris Robshaw.
"We scored a try once and got turned over another time and nearly scored as well. We need to make sure if you do go, you come away with some points.
"We weren't clinical enough and some great chances went begging. We need to be clinical when you play the best teams - if you get one chance you have to take it."
England now face South Africa and New Zealand while Australia travel to Italy.