The Matildas went down fighting against world champions United States in their friendly ahead of June's World Cup, losing 5-3 in Denver.
Stunning goals from Lisa De Vanna, Caitlin Foord and Sam Kerr weren't enough for Australia to maintain their winning record under new coach Ante Milicic.
Australia took a 2-1 lead over the world's best team shortly after half-time when Foord twirled her way through midfield to fire home a superb individual effort.
But United States showed their pedigree, storming home with three goals in 13 minutes before withstanding a late flurry in the wake of Kerr's consolation.
Alex Morgan, Tobin Heath, Megan Rapinoe netted for the USA before hometown heroine Mallory Pugh scored a double, the last deep into injury time.
The final result -- the first time Australia have shipped five goals since a 6-2 loss to the same team at the same venue seven years ago -- might have deflated the Matildas but at times, their football was breathtaking.
The contest in Colorado was an open and free-flowing match befitting of two of the world's best sides.
In a pulsating first half, the Matildas quickly found themselves on the back foot.
Led by emerging star Rose Lavelle and super forward Heath, United States were denied by sharp Matildas defending until a moment of inspiration from Morgan. The USA co-captain left Clare Polkinghorne on the turf and burned off Alanna Kennedy with a drop of the shoulder before notching her 100th international goal.
Australia responded on the half-hour mark with a lightning-fast counter, Foord releasing De Vanna, allowing the 34-year-old to take a touch and strike the equaliser.
Kerr almost put Australia ahead with a deflected strike but the USA pushed on, forcing Ellie Carpenter into a last-gasp goal-line clearance and Lydia Williams into a fingertip save.
While the Americans were on top leading into the break, the Matildas changed the contest within two minutes of the resumption. Kennedy surged from defence to play in Foord, who pirouetted before curling home a great individual effort.
The Matildas' exhilaration lasted all of six minutes. Heath put away a backpost header to level the scores before Rapinoe burned off Tameka Yallop, formerly Butt, to fire the USA ahead.
With Australia at sea, Pugh scored within 30 seconds of her introduction to give the USA a two-goal buffer.
Kerr's bullet header from Hayley Raso's superb cross gave Australia a glimmer of hope before Pugh chipped home in the final minute of the game to complete an end-to-end classic.
Milicic bemoaned a tough night for Australia's defence, with deputy left-back Gema Simon particularly exposed in Steph Catley's absence.
"The USA has a lot of quality, particularly in the front third in those transition moments out wide we didn't deal with it," he said. "That's why playing the best team in the world, away from home, there's going to be quite a few things we need to work on."