Beale's last-gasp kick gave the Wallabies their first victory at a highveld venue since 1963, and left the home crowd stunned after the Springboks had fought back from 31-6 down to go ahead 39-38 late in the match.

Australia took charge with a clinical display in the first half where tries from Beale, James O'Connor, Stephen Moore and Rocky Elsom looked certain to give it a long-awaited win at altitude.

South Africa hit back with three tries of its own, and a faultless kicking display from flyhalf Morne Steyn, before Beale's brilliant long-range effort at the death.

The world champion Springboks appeared to have engineered an unlikely comeback when Steyn landed his sixth penalty to give South Africa a one-point advantage with two minutes to play.

But Beale succeeded with his kick, with no time left on the clock, from out wide on the right hand touchline.

It ended a 47-year wait for a win at a high-altitude venue in South Africa for the Australian team, and gave the Wallabies a first win in Bloemfontein since 1933.

Australia also reclaimed the Nelson Mandela Plate, and made sure of second place in the Tri-Nations standings with one game to go against New Zealand next weekend.

Like last week in Pretoria, Australia was in try-scoring form early in the match.

Center Adam Ashley-Cooper sent O'Connor breaking down the right wing and he passed inside for Beale to claim his fourth test try in the eighth minute.

Australia pushed the struggling Springboks deep into their own half soon after and a wayward lineout from the home team allowed Ashley-Cooper to find O'Connor again - and he stepped inside two defenders for Australia's second try in just 14 minutes.

South Africa's shaky defense was opened up again by a rampant Australian backline after 20 minutes when Giteau's clever pass sent Drew Mitchell hurtling away. Hooker Stephen Moore, in his 50th test for the Wallabies, eventually crashed over after South Africa had temporarily held up the attack.

Australia led a stunned South African team by 24 points to six and then had its fourth try inside 25 minutes.

South Africa could not keep up with the pace and creativity of Australia's outside runners and the slippery O'Connor broke through Habana's attempted tackle and released captain Elsom - who won a race to the tryline with Francois Hougaard.

Giteau made it 31-6 to Australia with his fourth successful conversion.

Australia had scored 28 points in a brilliant 17-minute spell, while South Africa had just two Steyn penalties to show.

With the 38,000-strong crowd showing its displeasure by booing, South Africa finally replied as the halftime hooter sounded when lock Victor Matfield kicked ahead, and collected and off-loaded for center Jaque Fourie to dive over.

Prop Gurthro Steenkamp crashed over five minutes into the second half to raise home hopes that Australia would again fade at altitude. The Aussies wasted 14-0 and 21-7 leads at Loftus Versfeld last weekend.

Steyn then added his third penalty in the 50th to cut Australia's lead to eight points at 31-23.

The promise of an unlikely comeback continued as South Africa hammered away at the Australian line throughout the early stages of the second half and the world champion scored its third try in the 54th when Jean de Villiers ran onto an inside pass from Hougaard and forced his way over under the crossbar.

Steyn's conversion capped a 24-point reply from the Boks in 14 minutes, to cut Australia's lead to a single point at 31-30.

Steyn then landed two penalties to give the South Africans a 36-31 lead.

As the last quarter of the game swung from end to end, Mitchell broke onto an inside pass from the impressive Giteau to score between the posts and put Australia back in command at 38-36.

Then, Steyn sent over what the entire crowd in Bloemfontein thought was the winning kick, before Beale stole victory for the Australians — Australia 41 (Kurtley Beale, James O'Connor, Stephen Moore, Rocky Elsom, Drew Mitchell tries; Matt Giteau penalty, 4 conversions; O'Connor conversion; Beale penalty) def. South Africa 39 (Jaque Fourie, Gurthro Steenkamp, Jean de Villiers tries; Morne Steyn 6 penalties, 3 conversions).

Halftime: 31-13.