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.
As Gloucester prepare for their 39th game of the season, against Bordeaux-Begles at Sixways on Sunday, David Humphreys told the local media that this week has been all about getting the players mentally and physically ready after a tough game against Connacht last Sunday.
Speaking to GRTV after the 40-32 victory over Connacht on Sunday, skipper Billy Twelvetrees explained that Gloucester had had to learn to be patient and cut out the errors to earn the win and progress to next weekend's final play-off against Bordeaux-Begles.
Jonny May's superb late score capped a thrilling 40-32 European play-off win over Connacht on Sunday. The winger spoke afterwards of his team's character and spirit as he looked ahead to one more week of rugby.
Speaking to GRTV this afternoon, Director of Rugby David Humphreys hailed the 'never say die' attitude of the team, after despite not being at their best, fighting back to take a 40-32 win after extra time over Connacht.
Jonny May continues on the wing on Sunday as Connacht come to town, and the England wing explains to the local media this week that he is delighted with his form and is looking forward to taking on Pat Lam's men.
Premiership Rugby have this morning confirmed the order of fixtures for the 2015/16 season, and Gloucester Rugby will start their campaign at Kingston Park, taking on Newcastle Falcons on Friday 16 October, 19:45.