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.
Speaking to the media following the 31-33 West Country Challenge Cup defeat to Exeter Chiefs at the Memorial Stadium, Director of Rugby David Humphreys was full of praise for his side's battling qualities in a bruising encounter but concerned about the injuries picked up.
The West Country Challenge Cup fixture against the Exeter Chiefs at the Memorial Stadium in Bristol on Saturday (kick off 3pm) will be Gloucester's last chance to work on things like new combinations says Director of Rugby, David Humphreys.
Speaking after the 30-21 West Country Challenge Cup defeat at Bath, Director of Rugby David Humphreys spoke of the improvements his team are making as preseason progresses but acknowledges that there is still work to do ahead of the start of the Aviva Premiership.
Speaking to the local media ahead of Saturday's trip to Bath Rugby in the West Country Challenge Cup, front rower Nick Wood spoke of the hard work put in across the extended preseason and highlighted the competition for front row spots in the squad.
Gloucester have named a 30 man squad for the latest round of West Country Challenge Cup action against Bath on Saturday, with Director of Rugby David Humphreys stressing the need to keep an eye on player workload ahead of what will be a long, tough season.
Describing the 50-7 West Country Challenge Cup win over Bath on Sunday as a '...good hit out...', wing Charlie Sharples admitted that it had been a good opportunity to put into practice things that the squad have been trying out in training in recent weeks.
Speaking to the local media after the 50-7 victory over Bath Rugby on Sunday, David Humphreys was happy with his squad's effort, with the most important aspect being the game time earned by his players.
Gloucester make wholesale changes to the side that started at Exeter last Saturday as they prepare to take on Bath at the Memorial Stadium, Bristol on Sunday in the West Country Challenge Cup (kick off 3pm). The Director of Rugby told GRTV that the players are raring to go and that he's looking forward to seeing different combinations in action.