Wales bowed out of the Rugby World Cup in glory after a heroic performance against England in Brisbane.
Steve Hansen's men outscored the English three tries to one with another stunning performance that proved the display against New Zealand was no fluke.
But the boot of Jonny Wilkinson did the damage as an unconvincing England outfit scrambled their way through to a semi-final against France.
Wales even led the pre-tournament favourites at the break following a magnificent defensive display.
Two tries, both unconverted, in the space of four minutes for Stephen Jones and then Colin Charvis saw Wales lead 10-3 at half-time.
But during a 20-minute purple patch Wales allowed England back in the game with their only try of the game, through Will Greenwood, and then let the pressure show conceeding a series of penalties that Wilkinson dispatched with ease.
Martyn Williams came off the bench to score a try, as he did against Tonga earlier in the tournament, and Iestyn Harris added the conversion to set up an exciting climax.
But Wilkinson's boot proved the difference - with Wales having missed a possible ten points at goal - slotting over a drop goal with the last kick of the game.
"Obviously we're bitterly disappointed with the result but at the same time we're delighted with the performance," said Wales outside-half Stephen Jones.
"We had a lot of confidence from the previous week and so we really wanted to go out and express ourselves.
"So it's very pleasing that we did and put in two good performances against the best two teams in the world.
"It was great to go in ahead at half-time and we really thought that if we kept spinning the ball wide and stuck to our patterns that we could win it.
But England showed what a quality side they are by keeping a hold of the ball and going through the phases which tired us out."
Brisbane's Suncorp stadium errupted when Jones finished off a sparkling attack by Shane Williams who had danced through the English defence.
Moments later and skipper Charvis dived through the crowd from a well-organised lineout move to take Wales clear.
But Will Greenwood responded for England after Jason Robinson returned Gareth Cooper's kick before Wilkinson did the damage with the boot - making Wales pay for their indiscipline.
Wales had their chances to come back but it wasn't until replacement Ceri Sweeney's cross field kick field fell kindly for Martyn Williams that they got to within eight points nine minutes remaining. But it proved too little too late as England hung on.
Wales: G Thomas; M Jones, M Taylor, I Harris, S Williams; S Jones (C Sweeney 58-72), G Cooper (D Peel, 64); I Thomas, R McBryde (M Davies, 64), A Jones (G Jenkins, 28), B Cockbain (G Llewellyn, 48), R Sidoli, D Jones, J Thomas (M Williams, 57), C Charvis (capt).
Tries - S Jones, C Charvis, M Williams. Con - I Harris.
England: J Robinson; D Luger (M Catt, H-T), W Greenwood (S Abbott, 53), M Tindall, B Cohen; J Wilkinson, M Dawson (K Bracken, 67); J Leonard (T Woodman, 44), S Thompson, P Vickery, M Johnson (capt), B Kay, L Moody, L Dallaglio, N Back.
Try - W Greenwood. Con - J Wilkinson. Pens - J Wilkinson (6). Drop goal - J Wilkinson.
Referee: A Rolland (Ireland)