England slumped to a series defeat to New Zealand after being picked apart with clinical efficiency in a devastating second-half spell to lose 28-27 at the Forsyth Barr Stadium in Dunedin.
A 10-6 interval lead turned into a three-try victory for the All Blacks that was far more emphatic than the scoreline suggests, Mike Brown and Chris Ashton crossing late on to sugar-coat the loss.
Tries from Ben Smith, Julian Savea and Ma'a Nonu took the match beyond England's reach, even if Brown's 72nd-minute score offered brief hope of a fightback.
At times in the first half, Stuart Lancaster's tourists were magnificent as they repeatedly troubled the All Blacks' defence with Billy Twelvetrees and Marland Yarde hugely influential.
The speed and intent with which they attacked made a mockery of New Zealand's claims they had a go-slow gameplan to compensate for their lack of conditioning.
But for all their dominance they had failed to make a sufficient impact on the scoreboard with Yarde's try and five points from Owen Farrell a below-par return from the first half.
Manu Tuilagi fell just short with a 60-metre sprint for the line when All Blacks full-back Ben Smith - the outstanding player on the pitch - executed a try-saving tackle and other chances went begging amid a succession of unforced errors.
New Zealand gave them a lesson in finishing as Smith, Savea and Nonu pounced when offered sight of the whitewash to add to the 20-15 victory in the first Test at Eden Park.
The experiment of playing Tuilagi on the wing was unsuccessful on this occasion with the British and Irish Lion, the 2015 World Cup hosts' most dangerous player in Auckland, isolated and not involved enough.
England, who were reinforced by the return of their Aviva Premiership finalists, will take comfort from the intent shown in the first half and from the first whistle they seemed capable of levelling the series as Farrell rifled over two penalties.
The promising start continued as Danny Care crept into space and fed Luther Burrell on the charge before Rob Webber fell inches short of crossing.
Aaron Smith's clearance was charged down by Joe Launchbury, Tom Wood leapt on the loose ball and Webber attempted to burrow over but was held up in the nick of time.
It looked all too easy for England and in the eighth minute Yarde was delivered the ball from a rolling maul, shrugged off a tackle from Richie McCaw and forced his body over the whitewash.
Remarkably, when Farrell kicked the conversion the tourists led 10-0 and having conceded three points to the boot of Aaron Cruden they resumed their offensive.
The All Blacks looked typically lethal when on the ball, but one move that sent Savea sprinting into space was brought back for crossing with Nonu the culprit.
A frantic and at times comical passage of play unfolded with Tuilagi showing a deft touch in defence, Dane Coles almost putting Ben Smith clear, Farrell strolling out of his own 22 virtually unchallenged and prop David Wilson kicking for touch.
The 28,400-capacity crowd remained gripped as wing Cory Jane dropped the ball when the line was at his mercy and Tuilagi picked it up, ran most of the pitch before succumbing to a try-saving tackle by Ben Smith.
New Zealand had the final say in a roller-coaster first half when Cruden sent a second penalty between the uprights.
The high-octane pace continued into the second half with England probing once again until Twelvetrees gave the ball away and New Zealand pounced for a brilliantly-executed try.
Cruden found Savea with a perfectly-timed pass and the All Blacks wing sped forward before sending Ben Smith over under the posts, making it a simple conversion for Cruden.
A Farrell penalty levelled the score and New Zealand should have added a second try but Aaron Smith chose to go it alone instead of sending an unmarked Liam Messam over.
The move continued and this time the All Blacks struck by exploiting an overlap on the left as Savea strolled over for his 20th try in 21 caps.
The ominous sight of New Zealand moving through the gears and breaking the gainline at will was compounded by Farrell disappearing into the sin-bin for not releasing in the tackle.
When substitute fly-half Beauden Barrett kicked a penalty and Nonu crossed in the left corner following intelligent thinking from Conrad Smith, England's encouraging first half seemed a distant memory.
Courtney Lawes and Billy Vunipola arrived off the bench and threw themselves into the fray, but it was a 72nd-minute try from Brown that offered hope of a comeback.
Brown cut in off the angle to cross and in the final play of the game, when the result was beyond doubt, Ashton took Tuilagi's pass to narrow the defeat to one point.