Scotland fell to a second Rugby World Cup defeat after a heartbreaking 14-12 loss against Australia in Whangarei.
Bryan Easson's side led 12-0 at half-time thanks to a Lana Skeldon score and a penalty try, but Australia turned things around after the break.
Bienne Terita and Ashley Marsters crossed for the Wallaroos, who finished a breathless game with 13 players.
Scotland now have to beat New Zealand next Saturday to keep their hopes of progression alive.
Rugby World Cup: Schedule, results and BBC coverage
Scotland started brightly, led by some fantastic defensive work from Emma Orr and Molly Wright, and after they kicked a penalty into the corner a powerful rolling maul saw Skeldon dive over for her second try of this World Cup.
Australia struggled to find any sort of rhythm in the opening exchanges. Scrappy exits and an inability to consistently get over the gain-line were direct consequences of Scotland's defensive discipline.
A spell of sustained pressure on the Australia try-line then saw Scotland stretch their lead. Australia hooker Adiana Talakai illegally halted another ominous rolling maul, and referee Lauren Jenner marched under the posts to award a penalty try, before also sending Talakai to the sin-bin.
A searing 50m break from Eva Karpani did take Australia into the Scotland 22 as half-time approached, but Scotland held firm and went in at the break with a deserved 12-0 lead.
Jay Tregonning's team improved once the second half got under way, led by some huge carries by Karpani. However, more stubborn defensive work from Scotland and a series of handling errors kept them scoreless.
There is only so long before possession and territory translates into points though, and Australia got themselves on the board with an hour gone. Terita strolled over in the corner after a string of phases inside the Scotland 22.
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Terita was then fortunate not to see a card of any colour after a high tackle on Scotland captain Rachel Malcolm, and the impressive winger made the most of her reprieve.
She broke a couple of tackles to take Australia deep into Scotland territory, and in the subsequent passage of play Marsters powered over to score. Lori Cramer knocked over the conversion to put Australia in front for the first time.
Australia were reduced to 14 players after Marsters was sent off for a dangerous tackle, and then had to play the final stages with just 13 - Talakai saw red after several penalties went Scotland's way.
With their numerical advantage, Scotland threw everything at Australia in the closing stages but were unable to find the score which would have secured a famous win.
"It's pretty tough," said Malcolm after the game. "From an attacking point of view we showed a lot more than we did last week. I'm really pleased of the effort and the attitude from the girls today. Our defence kept us in the game, but it's heartbreaking not to be able to finish the job."
Scotland: Chloe Rollie; Rhona Lloyd, Emma Orr, Lisa Thomson, Hannah Smith, Helen Nelson, Caity Mattinson; Molly Wright, Lana Skeldon, Christine Belisle, Emma Wassell, Sarah Bonar, Rachel Malcolm (capt), Rachel McLachlan, Jade Konkel.
Replacements: Jodie Rettie, Leah Bartlett, Elliann Clarke, Lyndsay O'Donnell, Mairi McDonald, Sarah Law, Evie Wills, Shona Campbell.
Australia: Lori Cramer; Bienne Terita, Georgina Friedrichs, Sharni Williams, Maya Stewart; Arabella McKenzie, Iliseva Batibasaga; Liz Patu, Adiana Talakai, Eva Karpani, Sera Naiqama, Atasi Lafai, Emily Chancellor, Shannon Parry (captain), Grace Hamilton.
Replacements: Ashley Marsters, Emily Robinson, Bridie O'Gorman, Grace Kemp, Piper Duck, Layne Morgan, Trilleen Pomare, Pauline Piliae-Rasabale.