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 GRTV after the game, Gloucester Rugby number eight Ben Morgan reflected on the loss to Northampton Saints, and spoke about what he and the team need to do for the new season when the team return after the summer break.
In only his second Aviva Premiership outing, Lloyd Evans scored his first senior try for Gloucester against Northampton Saints on Saturday and told GRTV afterwards that he enjoyed the experience despite finishing on the losing side.
Gloucester will round off their Aviva Premiership campaign on Saturday with a tough finale against Northampton Saints. Director of Rugby David Humphreys told the local media this week that he's pleased with the team's attitude over the past two games and is looking for more of the same.
Speaking to GRTV after the 12-11 Aviva Premiership victory at Sale Sharks on Friday evening, Matt Kvesic described it as a real team effort with several players having to play out of position due to illness and injury in the ranks.
Despite he and a number of his team mates playing out of position, Greig Laidlaw's four penalties were enough to help Gloucester to a 12-11 Aviva Premiership win at Sale on Friday evening. The skipper told GRTV after the game that everyone had played their part, especially the younger players.
Greig Laidlaw skippers the Cherry and Whites on Friday evening, when they head to Sale Sharks for the penultimate game of this season's Aviva Premiership. The Scottish half back spoke to GRTV about the challenge posed in Salford.
With less than a month to go until Brit-nominated star Jess Glynne takes to the Kingsholm stage on Saturday 18 June, the 'Hold My Hand' singer will be taking centre stage on the Radio 1 Breakfast Show on Tuesday morning.