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.
Gloucester travel to Devon to take on the Exeter Chiefs in the opening round of the LV= Cup on Saturday and, with several players away on international duty, Scrum Coach Trevor Woodman feels that the competition provides other players with a great chance to show what they can do.
Man of the Match Matt Kvesic confirmed that Gloucester were anticipating a physical encounter in Oyonnax, and duly got one. The flanker told GRTV that taking the win and denying the home side even a bonus point was a big achievement.
Speaking after he kicked 20 points in Gloucester's 25-15 win over Oyonnax on Saturday evening, Greig Laidlaw admitted that the game had been every bit as challenging as expected and praised the massive effort put in by the pack.
Speaking after the 25-15 European Rugby Challenge Cup win in France, David Humphreys told the local media that he was delighted that his Gloucester team matched Oyonnax's intensity on the night and made it two wins from two in Europe.
Gloucester travel to Oyonnax for the second round of the European Rugby Challenge Cup on Saturday evening, and Director of Rugby David Humphreys is expecting a big test from the French side, feeling that their league position doesn't reflect their recent performances.
Speaking exclusively to Gloucester Rugby TV, Matt Kvesic explained that his decision to extend his contract at Kingsholm was a simple one and that he was hugely excited for the future in Cherry and White.
Speaking after the 55-0 win over CA Brive, Jonny May told GRTV that he's delighted that the team's hard work is starting to pay dividends but was equally happy for his friend and team mate, Charlie Sharples, on what was a big night for his fellow winger.