Despite leading at half time, England went down 28-27 in Dunedin after being on the receiving end of a second half blitz from the clinical New Zealand backs on Saturday.
A 10-6 lead at half time for the tourists shook the World Champions into life with three second half tries to give them an unassailable two nil lead in the Test Series.
Second half scores from Ben Smith, Julian Savea and Ma'a Nonu showed the true power in the All Blacks' line up and at times the English struggled to hold possession and territory against the relentless tide of the hosts' attacks.
But England saved plenty of pride following a brave late comeback and tries from Mike Brown and Chris Ashton adding to an early Marland Yarde try with 12 points from the boot of Owen Farrell.
England started brightly at the Forsyth Barr Stadium, and as an early chance looked to be going begging, Marland Yarde picked a neat line off Danny Care to power past Richie McCaw and stretch over, adding to an early Farrell penalty.
New Zealand gained a foothold and Aaron Cruden added a pair of penalties himself but England will clearly rue the inability to finish off a score at the end of the first period as Manu Tuilagi, playing on the wing, was superbly snagged by Ben Smith when a score looked certain.
The All Blacks then made the tourists pay for that mistake by running in a trio of scores in a breathtaking half hour.
First, with Tom Wood picking a neat inside line, Billy Twelvetrees' break and offload found the floor, and from the turnover, the All Blacks spread the ball wide, and as Cruden dummied his way through the line, Savea found his full back Smith who cantered home under the posts.
Then it was Savea himself who got on the scoresheet as the All Blacks moved the ball wide and neatly converted an overlap to slide over in the corner.
Ma'a Nonu then dived over with the English defence getting increasingly stretched to put the hosts 18 points ahead, a far cry from England's early 10 point lead.
As England's much lauded cavalry arrived, the game was stretched and Twelvetrees fed Mike Brown who powered his way over to score despite the attentions of Corey Jane.
The final shout went to the English who in added time, worked a neat overlap to give replacement Chris Ashton the score under the posts, but the comeback probably came five minutes late.
With a midweek clash with Canterbury to look forward to this week, England will be looking for their first win on tour with Gloucester's Henry Trinder, Matt Kvesic and today's unused replacement Freddie Burns hoping to be involved.
Skipper Billy Twelvetrees told GRTV after the win in Brive that the game could have been a tough one to get up for, but that his Gloucester team mates did themselves proud on the night and got a big result.
Reflecting on the 31-20 victory in Brive on Thursday evening, Director of Rugby David Humphreys said that clinching a home European Rugby Challenge Cup quarter-final was the overall aim and duly achieved.
Gloucester may have already clinched a home European Rugby Challenge Cup quarter-final, but Director of Rugby David Humphreys wants his side to finish the pool stages on a winning note in Brive on Thursday evening.
Speaking after Saturday's win, James Hudson was happy to record a bonus-point win against a hugely physical Oyonnax side as Gloucester secured their passage into the European Rugby Challenge Cup Quarter Finals
Billy Burns was a try scorer on his first European start for Gloucester and, speaking after the game, admitted that it was good to get the five points although there are still things to work on before the trip to Brive.
Connacht's 30-20 win in La Rochelle on Saturday evening means that they are the third best placed runners up and will come to Kingsholm for the quarter-final of the European Rugby Challenge Cup in early April.
Gloucester Rugby today confirmed that supporters who have renewed their Club Membership for next season by March 27th 2015 will receive a free ticket for this season's European Rugby Challenge Cup quarter-final at Kingsholm in April.
It was a bit of an arm wrestle at times, but two tries in each half did the trick for Gloucester as they defeated CA Brive by 31 points to 20 at the Stade Amedee-Domench on Thursday evening to secure top seeding for the quarter-finals.