Shaun Marsh struck a brilliant century but Australia fell short in a 38-run defeat in Cardiff and now trail 2-0 in their five match ODI series with England.
Marsh hit 131 in a superb 116-ball knock that threatened to overhaul England's 8-342. He struck 10 boundaries and three audacious sixes.
His exit, bowled by Liam Plunkett in the 46th over, left Australia's bowlers needing 50 from 26 balls to set a new Australian ODI run-chase record, but Australia's last four wickets added just 12 runs.
Marsh's brilliance was unsupported by Australia's top order which again failed to fire with no other batter in the top five able to better the 21 D'Arcy Short hit on his ODI debut.
Glenn Maxwell hit 31 at No.6 and Ashton Agar 46 at No.7 having come in ahead of captain Tim Paine who was left bloodied and bruised after being hit by a ball in the face in a freak accident in the first innings.
Marsh, batting on the ground he has called home this northern summer during a stint with county side Glamorgan, was easy on the eye as he drove, cut and pulled to the boundary with seemingly effortless ease.
His century was the first since the 151 he hit against Scotland in Edinburgh in September 2013, nearly five years ago. He had played just 16 ODIs between them. It was also the first international century struck at Sophia Gardens by a Glamorgan player.
The knock also took Marsh past 2000 career ODI runs in 54 innings, the joint third-fastest to that mark in Australian cricket.
As sublime as Marsh was, Australia's problem was the early wickets that had put them behind England's run rate and left them with too much to do in the final overs when the acceleration came.
Maxwell's exit after a 54-run stand in 10 overs was inopportune, and Agar had set a solid platform from which to launch with a 96-run stand with Marsh but exited with 83 runs still required from 40 balls.
That equation was reduced to 63 runs from 30 balls and Paine's gutsy knock, nursing what must have been a throbbing face after he was struck above the lip by a delivery that bounced wickedly, saw him add a quick 15.
AJ Tye had a life, smashing a boundary to square leg where Mark Wood was stationed, only for the fielder – with sunglasses perched atop his head – to lose sight of the ball looking into the setting sun. Tye holed out soon for 10.
Short's introduction to the playing XI was one of two changes for Australia, and came at the expense of Queensland allrounder Michael Neser. Jhye Richardson also came in for Billy Stanlake who is recovering from a cut on his big toe.
Short opened the batting alongside Travis Head, which meant that Aaron Finch did not for the first time in his 90-match ODI career.
Finch had filed that role in a warm-up game, hitting a half-century from No.5 against Middlesex. He couldn't replicate that in Cardiff, leg before for a fourth-ball duck having missed a sweep against Adil Rashid.
Travis Head was brilliantly caught by Alex Hales after he flicked Mark Wood uppishly towards mid-wicket to exit for 19.
Marcus Stoinis was undone by the low, skiddy bounce Liam Plunkett found with a cross-seam delivery, inside edging onto his stumps for 9 before Finch fell next over.
Maxwell added 31 at No.6 but with the pressure to keep up with the required run rate mounting, the Victorian hit out, miscued and was caught at long on.
Earlier, Jason Roy shrugged off Australia's bowlers and the Welsh weather to post his fifth one-day century.
Roy's 120 was a pointed riposte to critics after his second-ball duck at The Oval when he was beaten by Billy Stanlake's raw pace.
Stanlake was ruled out of this match with a toe injury and his replacement, Jhye Richardson, was outstanding in taking 2-64 from his 10 overs.
Jos Buttler took 20 runs off the one Richardson over as he twice scooped the 21-year-old over fine leg for six to take him past 50 and underline England's batting power as he finished unbeaten on 91 from just 70 balls.
Jhye Richardson opened the bowling with namesake Kane Richardson, but England's openers were a brutal mood. They took 19 runs from one over by the elder Richardson – Kane – and followed it up with 15 in the next by Ashton Agar.
But Kane Richardson had a measure of revenge, a well-disguised slower ball causing Jonny Bairstow to get a thin edge as he shaped to cut, and Paine took a nice catch low in front of him. His 42 runs came from 24 balls with eight fours and a six.
Jhye Richardson found seam movement off the deck to rip one through the gate and bowl Alex Hales for 26 after England had put on 50 for the second wicket.
Joe Root made 22 before he miscued a pull shot off Stoinis and was superbly caught by Short who ran forward off the square leg boundary and dived full stretch to hold the catch a centimetre above the turf.
Sam Billings, who had been drafted in to England's side at the last minute when Eoin Morgan went down with back spasms in the warm-ups, dragged on for 11 to be Tye's second victim.
Moeen feel in similar fashion to his dismissal at The Oval – caught in the deep pulling – for Jhye Richardson's second, while Kane Richardson's second came when he moved well to run to mid-wicket to take a skied shot from David Willey off his own bowling.
Plunkett sacrified himself to get Buttler back on strike, and he duly struck successive boundaries to end the innings with an imposing 8-342.
Qantas tours of the UK and Zimbabwe
ODI squad: Tim Paine (c), Aaron Finch (vc), Ashton Agar, Alex Carey, Travis Head, Nathan Lyon, Glenn Maxwell, Shaun Marsh, Michael Neser, Jhye Richardson, Kane Richardson, D’Arcy Short, Billy Stanlake, Marcus Stoinis, Andrew Tye
England ODI squad: Eoin Morgan (c), Moeen Ali, Jonny Bairstow, Jake Ball, Sam Billings, Jos Buttler, Tom Curran, Alex Hales, Liam Plunkett, Adil Rashid, Joe Root, Jason Roy, Ben Stokes (injured), David Willey, Chris Woakes (injured), Mark Wood
T20 squad: Aaron Finch (c), Alex Carey (vc), Ashton Agar, Travis Head, Nic Maddinson, Glenn Maxwell, Jhye Richardson, Kane Richardson, D’Arcy Short, Billy Stanlake, Marcus Stoinis, Mitchell Swepson, Andrew Tye, Jack Wildermuth
Qantas Tour of the UK
June 16: England won by 38 runs in Cardiff
June 19: Third ODI, Trent Bridge (D/N)
June 21: Fourth ODI, Durham (D/N)
June 24: Fifth ODI, Old Trafford
June 27: Only T20, Edgbaston (D/N)
Qantas T20I tri-series Tour of Zimbabwe
July 1: Zimbabwe vs Pakistan
July 2: Pakistan vs Australia
July 3: Australia vs Zimbabwe
July 4: Zimbabwe vs Pakistan
July 5: Pakistan vs Australia
July 6: Australia vs Zimbabwe
July 8: Final