England will have to defend 243 for nine to remain alive in the one-day international series against Australia following a razor-sharp fielding display from the hosts in Sydney.
David Warner's direct hit run out from deep point, to catch Ian Bell out of his ground, typified Australia's performance as they looked to take an unassailable 3-0 lead in the series.
Eoin Morgan passed 50 for the third consecutive game and while England's top six all made double figures, their failure to push on for more loomed as costly.
Number eight Tim Bresnan's unbeaten 41 - which included consecutive sixes in the final over - was the best of the rest for England while skipper Alastair Cook showed signs of returning to form, with 35 from 36 balls.
Nathan Coulter-Nile's three for 47 was the most eye-catching of the Australia figures, although it was their slower bowlers who caused England to lose their way after Cook and Bell had provided a rare fast start.
Spinners Xavier Doherty and Glenn Maxwell put the clamps on while Dan Christian's medium pace crucially removed Morgan and Jos Buttler at the start of England's usual assault in the final 10 overs.
That left England with a score that appeared below par, and with only James Tredwell as a viable spin option on a pitch where taking the pace off the ball appeared most effective.
England have been criticised for leaving their hitting too late, but openers Cook and Bell combined for a run-a-ball 50-run stand with their intent to attack the 10-over powerplay noticeable.
Cook hit five fours and a six, easing Coulter-Nile over the square-leg rope, as he raced to 35.
The skipper correctly reviewed an lbw call when Doherty, introduced in just the seventh over, skidded a delivery into his pads.
He failed to add to his score, though, as he forced a back foot drive straight off Coulter-Nile to Maxwell at cover.
Bell survived a sharp chance when Aaron Finch could not hold on at short point, but was then caught out by Warner's moment of brilliance in the outfield.
Bell did not apparently sense any danger when he turned for a second but Warner, with one stump to aim at from deep point, caught him well short with a spearing throw.
England elevated Ben Stokes, after out-of-sorts Joe Root was omitted, but any notion he was sent in to pinch-hit was ruled out by a laboured 15 from 39 balls.
With Gary Ballance he simply could not get away Australia's spinners, Doherty and Maxwell, who combined in tandem to concede 38 runs in 13 overs.
Stokes fell during that time to more excellent Australian fielding, with skipper Michael Clarke holding on to a low catch with his non-preferred right hand at backward square leg.
Ballance then picked out the deep cover fielder off Coulter-Nile, after taking 42 balls for his 26, and England were on 121 for four in the 29th over.
The onus was again on Morgan, the centurion at the Gabba, to revive matters.
The left-hander and Ravi Bopara partnered for the second half-century stand of the innings, which Morgan brought up with a straight six off Coulter-Nile.
But Bopara was out soon after, and from the last ball of the powerplay, when he prodded at a James Faulkner ball that a diving Brad Haddin gloved.
Crucially Morgan and Buttler, who smashed a century stand in Brisbane on Friday to get England to 300, quickly followed him.
Morgan did not want to leave when Christian scooped a catch off the surface in his follow through, to prompt a confrontation with Clarke.
Replays showed Christian just managed to get fingers under the ball.
Christian, one of three Australia changes, then caught Buttler in two minds with a slower ball he chopped on to his stumps.
When Stuart Broad, back after his two-game break, skied straight up in the air England had lost 21 for four at a time when acceleration was required.
Bresnan supplied some much-needed late hitting, clearing the mid-wicket rope twice when Christian bowled the final over, but England had work to do with the ball.