Eddie Jones' men held off a wave of Australian offense, as tries from Owen Farrell and Dylan Hartley gave The Red Rose a famous and gutsy victory.
Australia now face the ignominy of a potential series whitewash in Sydney next weekend.
Australian coach Michael Cheika made four changes to his starting XV, all in the forward pack.
Out went Rob Simmonds, Scott Sio and Greg Holmes for Sean Carter, James Slipper and Sekope Kepu respectively. Australia were also without the injured David Pocock as Sean McMahon came in.
The tourists named two changes with Jack Nowell coming in for fellow scorer in Brisbane, Marland Yarde. George Ford was preferred to Luther Burrell.
First blood to visitors in tense opening
After the points-fest last week at The Suncorp but with conditions heavy in Victoria, the opening score felt crucial.
Indiscipline had been the bane of the hosts' performance last time out, so a clear-headed Aussie pack was vital if the series was to be levelled.
In true test match style, the opening 20 minutes were fraught, cagey but no less intense. Owen Farrell missed a kick for goal to give England first blood, whilst the visitors were fortunate to have a decision overturned following late tackles from both Chris Robshaw and Aussie skipper Stephen Moore.
As England began to break the early Australian will, The Red Rose began creeping toward an opening score themselves and its was in old-school fashion that Eddie Jones' men opened the scoring.
After winning a penalty deep in opposition territory the scrum was set, as was the rolling maul so often seen during in Clive Woodward set-ups in 2003. As the pack surged to the line, it was England captain Dylan Hartley who bundled over. Farrell stepped up to convert, giving England a seven-nil lead.
England resolute in face of constant pressure
Farrell added a further three to extend Jones' side's lead to a healthy ten-score. Then just like their foes had done last weekend, The Wallabies hit back.
With England's back line holding steady, it was Hartley's opposite number Moore, who reduced arrears - together with a Foley kick - to just three points.
With half time approaching Australia sensed blood. But inspite of constant barrages, the England defence held heroically, before the inevitable home error arrived. The tourists survived to get to the break 10-7 up.
English defence holds strong
Michael Cheika tore into his troops once more at the break and the tidal wave of green and gold built. Again England held strong, with a home score inches away. Robshaw and James Haskell continued to hold together the tourists like a fast-setting bitumen.
So often has been the case for England that the officiating of referee Craig Joubert has been the downfall. On this occasion however, the superior scrumaging and breakdown was leaning the Protean toward England decisions.
In the face of yet more pressure from the home side, England were given respite and Farrell again kicked to increase the gap to six.
With Australia's balloon of possession having been deflated, the game lulled before the expected final 10-minute storm.
Farrell puts game to bed
But the monsoon did not come. Instead, having defused a explosive Australian attack, England pounced. As the tackles ticked into the 170 zone for Jones' weary charges, an aerial ball bounced wildly allowing Jamie George - off the bench - to beat a tiring and frustated defence.
Aptly, galloping forward was Saracens' star man Farrell, kicking on and sailing over the line, to stun AAMI Park in its' first test match.
After holding back a mountain of offense, England placed a dagger to the hearts of Australians everywhere, just like their antipodean rivals had done so often to them.
With an un-assailable 2-0 lead, England head to Sydney, next weekend aiming for an astonishing series whitewash at the ANZ Stadium.