England produced a defensive effort for the ages to secure their first series win in Australia with victory in a physical contest at AAMI Park.
Australia dominated every statistical category in Melbourne except the one that mattered, and the tourists, having played much of the second half inside their own 22, made them pay for their profligacy when replacement hooker Jamie George kicked the ball through the line and Owen Farrell collected it and touched down to land the killer blow. Farrell converted his try and then landed a penalty as the siren sounded to complete the famous victory.
England captain Dylan Hartley said the tourists had focused on defence during the week, as their pride had been "hurt" by conceding four tries in the series opener in Brisbane.
"We put bodies on the line and got some good shots in and kept the score down," Hartley said.
"We'll enjoy this bit of history right now, but the message is we go again next week and we finish the tour proud."
Australia captain Stephen Moore Moore said the Wallabies had "to own" the defeat.
"England deserved to win both Tests and we've got to be better.
"They defended really well. We made a fair few errors in attack so that was disappointing. We probably didn't build pressure there at crucial times."
England slowly gained the ascendancy in the opening quarter, even though their powerful ball runners failed to break the gain line as they had the week before, and there was a sense of the inevitable when they took the lead with a converted try from Hartley.
England elected to take a five-metre lineout after Australia were penalised for not rolling away at a ruck, and their driving maul from the set-piece split the Wallabies pack for the tourists' captain to post his second Test try.
Farrell converted and extended the lead 11 minutes later, after Australia had conceded back-to-back penalties, and England were firmly on top with the frequent niggle suggesting the tourists, Maro Itoje, were getting under the Wallabies' skin.
Australia hit back almost immediately, after putting the ball through 16 phases sparked by a surging run from Sean McMahon.
England, for whom Man of the Match Chris Robshaw had earlier perhaps been fortunate not to concede a penalty, and perhaps more, for a neck roll on Nick Phipps, with a subsequent penalty awarded against George Kruis, for going off his feet in a ruck, reversed when Stephen Moore went off his feet at the breakdown, finally did concede a penalty when Kruis again went off his feet.
The Wallabies, like England before them, went for a five-metre lineout and Moore touched down for his sixth test try from a rolling maul.
Australia then finished the half the stronger, but the England defence would not be broken -- holding out for 21 phases before a Wallabies knock-on brought proceedings to an end two minutes after the siren.
That pattern continued in the second half as Australia continued to dominate territory and possession but ran at the man not the space, and the tourists' defence refused to break and repulsed repeated multi-phase attacks before Wallabies' handling errors finally crueled the thrusts. Twice Australia smelled the grass behind the try line but England wold not buckle, holding out Scott Fardy and Ben McCalman centimetres from the stripe.
England, on the rare occasions they did have the ball in Australian territory in the second half, elected to kick to put the ball in front of their pack.
Farrell, Ben Youngs and George Ford produced bombs and grubber kicks alike to turn the defence, and one high ball from Farrell reaped reward when referee Craig Joubert controversially awarded a penalty against Bernard Foley, for shepherding, after his assistant Nigel Owens had advised him to go upstairs to check for foul play from Jonathan Joseph against the Wallabies fly-half.
And then one final kick, from George, after a tremendous bust from replacement second-row Courtney Lawes saw them home.