An Anthony Watson try was not enough to inspire England to complete a memorable World Cup comeback as a Bernard Foley masterclass led Australia to victory.
The Wallabies fly-half scored two first-half tries and displayed his poise from the tee throughout at Twickenham.
England came to life when Bath Rugby wing Watson crossed over, while the boot of Saracens fly-half Owen Farrell took them to within a converted try of Australia.
But Matt Giteau crossed over late on to put the result beyond doubt and ensure England cannot reach the quarter-finals.
Israel Folau threatened early on, only to knock-on a hanging cross-field kick, but referee Romain Poite brought it back for an Australian penalty and Foley opened the scoring.
England at last found some space to breathe and when their scrum was collapsed – Harlequins prop Joe Marler taking the plaudits from his teammates – Farrell drew the hosts level.
The Youngs brothers soon came to the fore, Tom with a rumbling carry and Ben a neat box kick, but the pendulum swung again.
And, after Mike Brown knocked on in his own 22, Australia repeatedly probed the England defence, Foley eventually selling a neat dummy to skip through and convert his own score.
Jonathan Joseph and Jonny May each found a half-break as England went in search of a response but a hard-working Wallabies pack ensured it wasn’t coming anytime soon.
After David Pocock – not for the first time – made a nuisance of himself at the breakdown, a mammoth Joe Launchbury charge-down turned the tables on Australia but Farrell couldn’t keep his balance after hacking through.
And – five minutes before the break – Foley struck again, exchanging a sharp one-two with Kurtley Beale, crossing over for his second try and converting again, 17-3.
Stuart Lancaster rolled the dice at half-time, replacing May with George Ford, but his side began the second half as they played out much of the first – intent and energy giving way to errors and indiscipline.
Foley sent a scrum penalty between the posts and Marler – handed a final warning by Mr Poite for not pushing straight – immediately gave way to Mako Vunipola.
More than 80,000 supporters shared a collective intake of breath when Foley stuck out an arm to intercept a huge England overlap and boos soon followed as the referee deemed it not to be a deliberate knock-on.
That much-needed cutting edge finally arrived, however, on 56 minutes when Watson powered between a pair of defenders by the right touchline to dot down.
Farrell’s tricky conversion bisected the posts and belief began to flood back into Rugby HQ, while the arrival of veteran Harlequins No.8 Nick Easter did no harm to that cause.
Just as Australia sought to suck the life back out of their hosts, two sloppy passes allowed England to break and when they were awarded a penalty, Farrell reduced the gap to seven.
But disaster struck nine minutes from time when Farrell was shown yellow – putting an end to his participation – for a tackle off the ball on Giteau.
Foley made no mistake from the tee and, when Northampton Saints prop Kieran Brookes was penalised for collapsing the scrum, he repeated the trick.
And Giteau completed the job late on, crossing over in the corner after an Adam Ashley-Cooper offload for Foley to convert in style.