Despite being under the cosh for most of the game, Australia held on to beat South Africa 11-9 in a thrilling World Cup quarter-final in Wellington on Sunday.
The defending champions made most of the running but failed to convert their chances into points and Australia held a 8-3 advantage when the teams swapped ends.
Indeed the Boks were on top in just about every sector bar the scoreboard for most of the encounter but it took them an hour to put their noses in front.
But the lead was short-lived as O'Connor put the Wallabies back in front from long range with nine minutes left on the clock.
South Africa will head home wondering just how they lost after ruling the set pieces and forcing the Wallabies to make almost three times as many tackles as they did.
Credit to the Wallaby defence though for holding wave after wave of attack at bay.
The battle at the breakdown between David Pocock and Heinrich Brüssow had been billed as potentially decisive and many will consider that to have been the case with Brüssow forced off injured after 20 minutes while Pocock went on to put in a man-of-the-match performance.
In perfect conditions for running rugby, the Springboks were out of the blocks at a furious pace, looking dangerous with ball in hand and enjoying the upper hand in the opening exchanges while Australia were not helped by some hesitant touches from playmaker Quade Cooper.
Of particular worry for the Wallabies was how their scrum struggled from the second call of 'engage' while Victor Matfield ruled the line-outs.
But the Wallabies would be first to score, albeit against the run of play. Cooper set up a line-out deep in South African territory with a deft kick. Matfield secured possession for the Boks but Schalk Burger was turned over at the ensuing ruck. Wallaby skipper James Horwill didn't need a second invitation to grab the opportunity and powered his way over the line.
O'Connor missed the conversion but having points on the board sparked the Wallabies into life and the young wing made no mistake with his next shot at goal, giving Australia an 8-0 lead after Kurtley Beale had sliced through the opposition defensive line.
New Zealand referee Bryce Lawrence adopted a lenient approach with hands in the ruck from both sides and Aussie poacher Pocock was making his presence felt.
It was all going wrong for the Boks as star flank Brüssow was forced off with a rib injury at the end of the first quarter. His absence was immediately felt when another turnover was conceded just inches from the Wallaby tryline.
Morne Steyn sent a long-range penalty wide before the Boks turned down another chance for points, opting rather for an attacking line-out. But once again a turnover within touching distance of the whitewash denied the men in green.
Steyn found the mark on the stroke of halt-time however to keep South Africa within striking distance at 8-3 at the break.
Soon after the restart South Africa thought they finally had the try they sought but Pat Lambie was called back for a forward pass.
The 50-minute mark saw form players Bismarck du Plessis and François Hougaard enter the fray. A few minutes later Steyn reduced the gap to two points from the kicking tee while Berrick Barnes took over at inside centre for Australia.
The Boks continued to ply the pressure and drop goal from Steyn on the hour mark saw the South Africans take the lead for the first time.
Lambie also had a tilt from 45metres, but his drop sailed just wide.
But O'Connor struck the winner for Australia in the dying minutes after Danie Rossouw took Radike Samo out in the air at a line-out.
The Wallabies will now face the winners of Sunday's second quarter-final between Argentina and New Zealand.
Man of the match: The thorn in the Springboks' side from start to finish, David Pocock lived up to his billing as a game breaker. Crucial turnovers at crucial times -- that's what they call big match temperament.
Moment of the match: It all went wrong for the Springboks in minute 21. Moments after Brüssow hobbled off, a drive at the Wallaby line was stopped inches short and ending with the ball in Wallaby hands. It left the Boks trailing by eight and set the trend for things to come ...
Villain of the match: No nasty stuff in a magnificent game.
The scorers:
For Australia:
Try: Horwill
Pens: O'Connor 2
For South Africa:
Pens: Steyn 2
Drop: Steyn
Australia: 15 Kurtley Beale, 14 James O'Connor, 13 Adam Ashley-Cooper, 12 Pat McCabe, 11 Digby Ioane, 10 Quade Cooper, 9 Will Genia, 8 Radike Samo, 7 David Pocock, 6 Rocky Elsom, 5 James Horwill (c), 4 Dan Vickerman, 3 Ben Alexander, 2 Stephen Moore, 1 Sekope Kepu.
Replacements: 16 Tatafu Polota Nau, 17 James Slipper, 18 Nathan Sharpe, 19 Ben McCalman, 20 Luke Burgess, 21 Berrick Barnes, 22 Anthony Fainga'a.
South Africa: 15 Pat Lambie, 14 JP Pietersen, 13 Jaque Fourie, 12 Jean de Villiers, 11 Bryan Habana, 10 Morné Steyn, 9 Fourie du Preez, 8 Pierre Spies, 7 Schalk Burger, 6 Heinrich Brüssow, 5 Victor Matfield, 4 Danie Rossouw, 3 Jannie du Plessis, 2 John Smit (c), 1 Gurthrö Steenkamp.
Replacements: 16 Bismarck du Plessis, 17 CJ van der Linde, 18 Willem Alberts, 19 François Louw, 20 François Hougaard, 21 Butch James, 22 Gio Aplon.
Venue: Regional Stadium, Wellington
Referee: Bryce Lawrence (New Zealand)
Assistant referees: Dave Pearson (England, Romain Poite (France)
TMO: Giulio De Santis (Italy)
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