A late try from Wigan's George Carmont snatched a deserved victory for the Exiles against a stubborn England in the first International Origin match.
The Exiles' superiority looked as if it would count for nothing when Joel Tomkins' 68th-minute interception try put England ahead for the first time.
The Exiles piled forward in reponse and it seemed England's defence might withstand as Brett Hodgson was held up.
But on the final play, Carmont cut inside the cover to wrap up the win.
The Exiles had looked the sharper of the two attacks throughout and tries from Francis Meli and Willie Manu had outweighed Richie Myler's effort before a breathless last quarter.
Any doubts that the invitational side, made up of the best of the overseas talent in Super League, would treat the encounter as less than a full Test were vanquished with big early hits from Thomas Leuluai and Craig Fitzgibbon.
The Exiles had probed deep with several kicks down into England winger Ryan Hall's corner of the pitch, but it was a cheap turnover that yielded their opening score.
James Peacock's sloppy attempt to offload was seized upon by his Leeds team-mate and opposing captain Danny Buderus before Leuluai carved open the defence for Tongan international Manu to cross underneath the posts.
A bullocking run from James Graham provided England's response, as the forward rumbled through the middle before shipping on to scrum-half Myler to score.
But the Exiles continued to gain more territory through their sets of six and, after Carmont and Rangi Chase had made inroads down the left wing, Hodgson's weighted chip was tipped inside by Iosia Soliola for Meli to crash over.
England had few chances in the second half, and a rare clean break from Jon Wilkin went unconverted as the St Helens man's pass failed to find a team-mate.
But an unlikely win seemed on the cards as Joel Tomkins seized upon a looping Exiles pass to run the length of the field.
After Chris Bridge's infringement handed the Exiles the chance to turn on the screw within metres of the England line, Myler and centre Michael Shenton did just enough to deny Hodgson.
But a tense finale had an unhappy conclusion for most of the 14,174 fans in Headingley, as some tired England cover failed to read Carmont's angled run after Manu's break had scattered their defensive line.
England: S Tomkins (Wigan); Briscoe (Hull FC), Bridge (Warrington), Shenton (St Helens), Hall (Leeds); Sinfield (Leeds), Myler (Warrington); Peacock (Leeds), Robinson Huddersfield), Graham (St Helens), Wilkin (St Helens), Westwood (Warrington), O'Loughlin (Wigan).
Replacements: McIlorum (Wigan), Morley (Warrington), Carvell (Warrington), J Tomkins (Wigan).
Exiles: Hodgson (Warrington); Richards (Wigan), Carmont (Wigan), Soliola (St Helens), Meli (St Helens); Chase (Castleford), T Leuluai (Wigan); Puletua (St Helens), Buderus (Leeds), O'Meley (Hull FC), Anderson (Warrington), Manu (Hull FC), Fitzgibbon (Hull FC).
Replacements: Faiumu (Huddersfield), K Leuluai (Leeds), Fa'alogo (Huddersfield), Morrison (Wakefield).
Referee: Richard Silverwood (Dewsbury).