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 with the local media before the Gloucester team set off on the long trip north to Newcastle, Director of Rugby David Humphreys discussed his team selection and stated that Friday night's meeting will be a challenging one.
Speaking to the local media on Thursday, Matt Kvesic was looking forward to the trip to Newcastle Falcons, and the captain is looking to lead from the front with plenty for the Cherry and Whites to work on.
Gloucester saw a 12-0 lead overturned by Harlequins on Friday night as the visitors ran out 22-15 winners. After the game, Director of Rugby David Humphreys spoke about missed opportunities on the night.
Speaking to the local media on Thursday, James Hudson explained his excitement for tonight's game with Harlequins and that he is backing the Cherry and White squad to impress during the next set of Aviva Premiership games.
Despite a dream start at Kingston Park, scoring a try after just 26 seconds, Gloucester couldn't capitalise against a dogged Newcastle Falcons side. Too many penalties were conceded and too many errors made as the Falcons prevailed 20-10.
There are three changes to Gloucester Rugby's starting line-up for Friday evening's Aviva Premiership fixture away at Newcastle Falcons. Steve McColl will make his first Premiership start for the club.