Robbie Deans' decision to rest several stars backfired spectacularly in Sydney as the visitors scored two tries in each half to pull off arguably their greatest Test match triumph.
It was a dominant performance from Samoa who outmuscled the hosts at the breakdown, battered them in general play and showed more enterprise in attack to seal a four-tries-to-two victory.
Having trailed by 16 points midway through the second half, the Wallabies mounted a late challenge when Matt Giteau crossed in the 71st minute, but it was too little too late for the home side.
A lack of any serious injuries was the only positive to come out of the match for Deans' men.
The visitors burst out of the blocks with 10 unanswered points to leave the majority of the 29,808 crowd in stunned silence.
Tusi Pisi slotted a penalty goal in the third minute before giant winger Alesana Tuilagi scored a runaway try off a Wallabies turnover eight minutes later.
Wallabies flanker Matt Hodgson became isolated at the breakdown and Seilala Mapusua flicked the ball through his legs to Tuilagi who sprinted 75metres and unleashed a spectacular dive for the opening try.
Pisi added the extras to take a surprise 10-0 lead.
The Wallabies' decision to turn down four kickable penalties in the opening 25 minutes backfired badly as the visitors repelled several attacking raids to keep the hosts scoreless.
Giteau finally opted to have a shot at goal in the 26th minute, but he pushed his 48m attempt just wide.
The nightmare continued for the hosts as Samoa increased their lead on the half hour when Paul Williams charged down a clearing kick from rookie half-back Nick Phipps.
Pisi again slotted the extras for a 17-0 advantage.
Momentum turned when Samoa were reduced to 14 men three minutes from the break after lock Daniel Leo was yellow carded for a cynical ruck infringement.
The hosts took immediate advantage when Digby Ioane sliced through from the ensuing scrum, with Giteau slotting the extras and a penalty goal on the siren to trim the deficit to 17-10 at the interval.
Giteau landed his second penalty two minutes in to close within four points - but when the visitors hit back with two tries a major upset was on the cards.
New Zealand-based lock Kane Thompson finished some strong lead-up work from the Samoan back-row to score after 46 minutes.
And when George Pisi scored off the back of a clever kick from Tuilagi, the visitors led 29-13 with 24 minutes on the clock.
Deans brought big guns Will Genia and Kurtley Beale off the bench but it was too little too late for the hosts.
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