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England gave away 10 today - seven in kicking range and all but one gratefully accepted by Australia fly-half Matt Giteau, who finished with 20 points.
Nick Easter's try late in the first half and a drop-goal from Delon Armitage helped England earn a 14-12 lead early in the second half.
England enjoyed 61 per cent of possession overall - but the Wallabies were smarter and pulled clear again, with a long-range penalty from Stirling Mortlock and a late try from full-back Adam Ashley-Cooper.
The Wallabies succeeded in neutralising England's tight-five and there was no repeat of the destructive performance which had accounted for Australia in last October's World Cup quarter-final.
At times today the Wallabies turned the tables and had England under pressure at the set-piece. Abrasive hooker Stephen Moore was named man of the match.
But England also proved to be their own worst enemy. They had been ferocious in the contact area in the Marseille quarter-final but today they were careless, conceding penalties for being offside and for hands in the ruck.
The pattern began early. Easter forced George Smith backwards with a huge tackle but Tom Rees was over-eager at the breakdown and was penalised for going off his feet and Giteau slotted the kick.
England captain Steve Borthwick was then penalised for being offside at the lineout and Giteau accepted the invitation to boot the Wallabies further ahead.
Danny Care's clever kick over the top forced the Wallabies back into their own 22. Australia's lineout missed everybody - but Giteau pounced on the loose ball and raced clear into England territory.
England survived when Giteau's attempted switch pass went just behind Mortlock and the Wallabies captain could not hold on.
The intensity and tempo was high, just as Johnson had demanded. Smith was penalised at the breakdown but Cipriani pushed his kick wide.
Ugo Monye ran the width of the field trying to find an opening - but Cipriani found it, darting between Australia locks Nathan Sharpe and Mark Chisolm.
Riki Flutey took the ball, Easter fed it wide to hooker Lee Mears but Giteau's cover tackle forced the England hooker into touch.
Australia's lineout was loose and when the clearance fell to Delon Armitage, the London Irish full-back lined up a long-range drop-goal. It was ugly but effective and got England on the board.
The Wallabies were kicking with more purpose and direction and England did themselves no favours under pressure.
Giteau slotted two more simple penalties after England had been caught with their hands in the ruck and then offside in their own 22.
England responded in typical Johnson fashion, keeping the ball tight and driving straight towards the Australian posts. Sheridan ploughed through three defenders but he was narrowly short of the line.
Sheridan went off to have a cut dressed but England's pack set the platform and Easter was driven over for the try. Cipriani missed the conversion - but slotted a penalty just before the interval to bring England back within a point.
Australia started the second period on the front foot and it took try-saving tackles from Paul Sackey and Armitage to halt Mortlock and Ryan Cross.
Cipriani spotted another mismatch on halfway and surged between Sharpe and Benn Robinson. Peter Hynes eventually hauled him down but England cranked up the pressure, with Care darting around trying to pick an opening.
Mears and Easter took the direct route but Cipriani rushed a drop-goal attempt which he scuffed low and wide.
As Cipriani turned away in disgust Mortlock applauded the Wallabies defence but England kept the pressure on and Cipriani nudged them ahead with a penalty.
England made a hash of the restart. Care's kick was charged down and Cipriani had to clear up.
England were penalised at the subsequent five-metre scrum and Giteau landed the first of two quick penalties as Australia regained the advantage.
From there the Wallabies pulled clear. Australia, who had not been held tryless in 11 previous Test matches this year, produced a spark of invention with great hands from Giteau, Cross and Mortlock created a massive overlap for Ashley-Cooper to score.
Giteau converted from wide right and, although James Haskell made a late impact, the game was up.