The Springboks somehow came within four points of completing an incredible comeback in Perth, but Australia held on for a wild 42-38 victory.
South Africa looked dead and buried when the Wallabies raced into a 42-17 lead.
Then everything changed.
Australia's discipline fell apart and they were reduced to just 11 players at one stage. The Boks finally found some momentum, with Morne van den Berg and Ox Nche crossing during a frantic finish.
But the comeback couldn't hide what had happened earlier.
Australia repeatedly cut through South Africa when it was 15 against 15, leaving several Springboks with some brutal ratings.
Here's how we scored the Boks.
15. Aphelele Fassi – 2/10
A nightmare afternoon despite making 59 metres with ball in hand.
Fassi lost possession three times, more than any other player, and missed two tackles. He was also beaten in the aerial contest which ended with Len Ikitau scoring his second try.
He did support well to help create Edwill van der Merwe's try, but there were simply too many costly errors.
14. Edwill van der Merwe – 6/10
One of South Africa's better starters.
Finished a slick move for the Boks' second try and later produced a superb tackle to deny Harry Wilson in the corner.
However, he butchered a huge opportunity late on by losing the ball while attempting to ground it, then overcooked a kick with Australia desperately short of defenders.
13. Canan Moodie – 3/10
There were flashes. Moodie made 52 metres and completed 10 tackles.
Unfortunately, the mistakes were enormous.
He missed two tackles before dropping the ball for Max Jorgensen to scoop up and race away from inside his own half. Seven points gifted to Australia at a horrible moment.
12. Andre Esterhuizen (c) – 3/10
Not the captaincy debut he would have wanted.
Made 10 tackles but missed another two as Australia repeatedly found holes in the Bok defence.
Then came a dreadful late pass which Tom Wright intercepted. The Australian's apparent try was eventually wiped out for an earlier high tackle, but that doesn't erase Esterhuizen's mistake.
11. Ethan Hooker – 3/10
South Africa's leading carrier with 60 metres, but the rest of the numbers are ugly.
Hooker conceded three penalties, lost possession twice and missed two tackles.
His high challenge on Ben Donaldson also handed Australia the field position from which they scored just before half-time.
10. Handre Pollard – 4/10
Reliable enough from the tee, but South Africa needed far more control from their experienced fly-half.
The Boks struggled to dictate territory and Pollard was also caught holding on at the breakdown.
Replaced as Rassie Erasmus turned to Sacha Feinberg-Mngomezulu.
9. Herschel Jantjies – 3/10
Never really got South Africa moving.
There were questionable kicks and not enough tempo as Australia increasingly took control.
Hooked shortly after half-time as Erasmus emptied his bench.
1. Jan-Hendrik Wessels – 4/10
A difficult afternoon for the Bok front row.
Worked hard without making enough of an impression before the replacements arrived and South Africa began to find more joy through their maul.
2. Johan Grobbelaar – 6/10
One of the few starters who can come away with much credit.
Grobbelaar finished South Africa's opening try from the maul and completed 12 tackles, one of the highest totals in the Bok side.
Solid on an otherwise messy afternoon.
3. Zachary Porthen – 3/10
Caught offside in the build-up to Australia's opening try and conceded another penalty.
The young prop did make nine tackles, but this was a tough afternoon against a Wallabies side playing with huge confidence.
4. Eben Etzebeth – 4/10
Worked hard defensively with 12 completed tackles, but also missed two.
South Africa needed their senior forwards to stop Australia's momentum and it simply didn't happen.
Also required treatment for a neck problem during the second half.
5. Franco Mostert – 5/10
One of the steadier performers.
His excellent take at the back of the lineout helped create Grobbelaar's try and he got through plenty of defensive work.
Still, Australia found far too much joy against the Bok pack.
6. Paul de Villiers – 3/10
A difficult Test.
De Villiers missed three tackles – the most by any Springbok – on an afternoon when South Africa's defence was repeatedly exposed.
Couldn't make the impact Erasmus would have wanted.
7. Elrigh Louw – 4/10
A mixed one.
Louw completed 15 tackles, more than anyone else on the pitch, which deserves recognition.
But his needless intervention at a ruck early in the second half handed Australia an easy three points when South Africa desperately needed some discipline.
8. Marco van Staden – 4/10
Got through 10 tackles but conceded two penalties.
Like much of the starting pack, struggled to slow Australia's momentum when the Wallabies really started to take control.
Replacements
Ox Nche – 7/10
Made a genuine difference after coming on.
Helped South Africa find some dominance up front and eventually powered over for the late try which brought the Boks within four points.
Malcolm Marx – 6.5/10
Added considerably more physicality and helped get the Bok maul moving.
South Africa looked much more threatening up front after the replacement front row arrived.
Wilco Louw – 6/10
Part of a replacement pack that finally began applying sustained pressure.
The context matters because Australia's numbers were rapidly disappearing, but Louw still helped change the physical picture.
Lood de Jager – 5/10
Completed 10 tackles after coming on but also lost possession twice.
Plenty of work, although not the cleanest replacement appearance.
Jasper Wiese – 5/10
Brought his usual physicality but conceded two penalties.
South Africa needed accuracy as much as aggression during the comeback.
Morne van den Berg – 7/10
A huge improvement at scrum-half.
Nearly scored from a driving maul before eventually getting his try, racing under the posts as South Africa piled pressure on a depleted Wallabies side.
Added the urgency that had been missing.
Sacha Feinberg-Mngomezulu – 7.5/10
South Africa's best replacement.
Made 51 metres despite only entering in the second half and immediately gave the attack another dimension.
Created Van den Berg's try, kicked his conversions and was at the heart of the remarkable late fightback.
Quan Horn – 6/10
Entered during the mass reshuffle and played his part in a much more dangerous final quarter.
Didn't have the individual impact of Feinberg-Mngomezulu or Van den Berg, but helped give the Boks more energy as Australia tired.
RUCK Player of the Match: Sacha Feinberg-Mngomezulu – 7.5/10
The final score makes this look much closer than it was for long periods.
South Africa were 25 points down at 42-17 before Australia's discipline imploded and the Wallabies briefly went down to 11 men.
The replacements almost pulled off something ridiculous.
But the damage had already been done.
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