Hot on the heels of their 37-20 victory in the first Test, New Zealand piled on the pressure from the start and notched their first points in the opening minute. The penalty from outside half Dan Carter took him through 100 points against England and was the start of a 22 point match haul.
By half-time the All Blacks were 20-0 ahead thanks to tries from debutant Richard Kahui and Carter. There were also two conversions and another penalty from Carter.
England created two clear cut try scoring opportunities in the first half, but Tom Varndell was adjudged to have put a knee in touch as he dived over in the left corner, while Matthew Tait lost control of the ball over the line as he followed up a neat chip ahead.
England skipper Steve Borthwick declined an easy penalty chance at the end of the first-half and then saw replacement Olly Barley miss from point blank range at the start of the second as the visitors tried to mount a recovery.
Carter was in no mood to miss and his penalty shortly after extended he home lead, but there was some light at the end of the tunnel for English fans when Harlequins scrum half Danny Care celebrated his first start in an England jersey with a quick dart to the corner for a try.
Barkley landed the touchline conversion, but the response from the All Blacks was immediate. Carter was once again the instigator and Sivi Sivivatu played his part before Ma'a Nonu blasted his way through the England defence for try number three.
Carter converted and the England cause was further dented when Mike Tindall became the third Englishman to see yellow in the two match series for laying on in the tackle close to the line.
No sooner had Tindall headed away than the All Blacks made their numerical advantage pay with a try from the base of the scrum by No 8 Sioni Lauaki. Carter again converted.
To their credit, England hit back and just before Tindall's time in the sin-bin was up Care created an opening for Varndell to reach the left corner for a second English try which Barkley converted.
The final word, though, came from the home side as they made up for the disappointment of having a try from flanker Adam Thomson ruled out by the TMO by getting an injury time score from Jimmy Cowan ruled in by the TMO. Steve Donald added the conversion.