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.
With such a short turnaround between the two games, and Gloucester looking to reintegrate several players into the line-up after the Autumn international series, Tom Savage told GRTV that the Cherry and Whites will keep changes to a minimum for the European Rugby Challenge Cup game in Zebre on Saturday.
Gloucester travel to Italy this weekend to take on Zebre in Round Four of the European Rugby Challenge Cup. The Cherry and Whites defeated the Italian side 35-10 last Sunday, but Director of Rugby David Humphreys is looking for an improved performance in the return fixture.
Skipper Billy Twelvetrees, speaking to GRTV after the 35-10 over Zebre, was happy with the bonus point win over the Italian side but admitted Gloucester will need to tighten up for the return fixture in Parma.
Matt Kvesic was a try scorer and recipient of the Man of the Match award in Sunday's 35-10 European Rugby Challenge Cup win over Zebre. He praised the Italian side for their spirited opposition and admitted that next week's return game will be a tough one.
After a tense opening half hour in Parma, the game turned just before half time as the home team had David Odiete red carded and Gloucester took full advantage, running in three second half tries to secure the bonus point and the victory over Zebre by 32 points to 16.