An 80th minute, 49m penalty goal from Wallabies fullback Kurtley Beale has given Australia an amazing 41-39 victory over the Springboks, their first at altitude in South Africa in 47 years.

In an epic Test match, which the Wallabies led by a huge margin for the second straight week, Beale turned from villain to hero after two glaring errors had almost cost his side victory.

The Wallabies led 31-6 after 25 minutes and 31-13 after a stellar first half before threatening to implode again after last week's loss in Pretoria.

When Beale threw a pass over the head of five-eighth Quade Cooper near his own goal line and it went dead, the Boks scored off the ensuing scrum to make it 31-30 after 54 minutes.

And when Morne Steyn banged over two 48m penalty goals to make it 36-31, it looked like deja vu for the Australians.

But, despite Saia Faingaa being sinbinned for a dangerous tackle, a Drew Mitchell try in the 72nd minute gave the Wallabies hope and the lead at 38-36.

Another Steyn penalty goal in the 77th minute, after Beale had slipped and headbutted a pass from Cooper, made it 39-38 to the Boks.

Australian hopes looked dead until Flip van der Merwe was penalised at the breakdown and Beale stepped up in the final minute with the most difficult of kicks, 49m out and just 10m in from touch.

He nailed it, the crowd of 38,523 went silent and the Australians berserk as they celebrated one of the greatest victories in their history.

"I'm still just trying to realise that I actually did it but it's definitely got to be up there, it's definitely a highlight of my career," Beale said.

"Winning a game for the Wallabies, nothing gets better."

Australia last won on the South African highveld in 1963 in Johannesburg and had not one in Bloemfontein since 1933.

They regain the Nelson Mandela Challenge Plate, while consigning the Boks to last place in the Tri-Nations and leapfrogging them to second place on the IRB's world rankings.

"It feels pretty good," captain Rocky Elsom said.

"For a lot of reasons, that will be one of the more memorable matches I've played."

Australia scored five tries to three, with Steyn booting six penalty goals in all.

The start mightn't have been as spectacular as last week's with Matt Giteau knocking over a penalty goal in the second minute and Steyn replying four minutes later.

But it was about to get a whole lot more interesting.

First a Cooper cut-out put Adam Ashley-Cooper into space and Beale finished a classy backline movement of more than 50m.

It was 17-3 after 14 minutes when Cooper picked up the scraps of a Boks defensive lineout gone wrong and sent James O'Connor over.

Obviously still confident, South Africa opted to narrow it to 17-6 with an 18th minute penalty goal but Australia went out to a 24-6 lead when Stephen Moore burrowed over.

When an electrifying O'Connor run sent Rocky Elsom on a 20m run to the line, the Bloemfontein crowd were left shaking their heads.

It took a remarkable effort from champion lock Victor Matfield on the stroke of halftime to give the home side some hope to cling to, the big man chipping and regathering on the full before sending Jaque Fourie over with a brilliant pass.

The Boks narrowed it to 31-20 six minutes after the break when prop Gurthro Steenkamp crashed over and was awarded a try by TMO Johann Meuwesen.

Australia were under the pump for a second straight week and their errors were mounting.

Jean de Villiers scored from the scrum after Beale's wayward pass before the Boks took the lead for the first time in the match with Steyn's 61st minute penalty goal.

The best, though, was still to come.

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