England's World Cup campaign ended after another error-strewn performance in their semi-final with New Zealand.
Tony Smith's side trailed 16-0 midway through the first half thanks to tries from Sam Perrett, Lance Hohaia and Jerome Ropati before fighting back.
But despite two touchdowns for Danny McGuire, England were always chasing the game at Brisbane's Suncorp Stadium.
They closed to within six points late in the match, but Benji Marshall's score gave New Zealand a deserved win.
As anticipated, England coach Smith started with Ade Gardner on the right wing despite leaving the St Helens man out of his initial 19-man squad earlier in the week.
Rob Purdham and Ben Westwood kept their place amongst the forwards and McGuire partnered Rob Burrow at half-back.
Leon Pryce dropped to a bench that also featured Adrian Morley, Jon Wilkin and Mickey Higham. But there was no place in the squad for Leeds Rhinos skipper Kevin Sinfield.
Having got off to a flyer last against the Kiwis a week ago before blowing a 24-8 lead, England made a shocking start this time around.
With just 21 minutes gone, they were 16-0 down.
New Zealand looked dangerous going forward but England did not help themselves with a series of unforced and embarrassing errors.
Perrett was the first man to capitalise, going over wide on the right after 10 minutes, before Hohaia and then Ropati extended the lead.
England looked all at sea and showed no sign of turning things around - that's until Smith decided to make three replacements all at once, bringing on Morley, Wilkin and Higham.
Morley's presence had a telling impact on the game, which eventually turned England's way with 29 minutes gone, when skipper Jamie Peacock bulldozed his way to the line after good play by Gareth Ellis and Burrow.
We could have won - Smith
Then, with time running out at the end of the half, Purdham took the Kiwis by surprise by kicking on the first tackle, McGuire outsprinting the opposition defence to collect the ball and crash over.
England suffered a big blow in the first seven minutes of the second half, with key second rower Ellis forced off with a chest injury.
And it went from bad to worse when Bronson Harrison cut through the England defence to give the Kiwis a 12-point advantage again.
Pryce went to full-back on the restart, with Paul Wellens leaving the field. And it was Pryce who provided the pass for Martin Gleeson to breathe fresh life into England's challenge with a try.
The Warrington centre held off two tacklers to stretch for the line wide out on the right, with Burrow slotting a wonderful conversion to bring the gap down to six again.
Kiwis must improve to win final - Kearney
Tempers frayed on 63 minutes when Hohaia threw the ball into the head of Wilkin after England had been penalised for not releasing in the tackle after the referee had called held.
The two men tried to square up, with Wilkin flicking a hand in Hohaia's face, but were quickly divided by players from both sides.
England's defensive woes then struck again to gift-wrap the Kiwis their fifth try of the match.
McGuire could not get two hands to Nathan Fien's high kick and Gardner failed to pick up the ball cleanly, allowing Ropati to flop down for the easiest of scores.
The match looked beyond England, but they struck back with seven minutes to go when McGuire jinked his way to the line, going over just to the right of the posts.
But despite pressurising the Kiwi line, Stephen Kearney's side had the final say when Marshall pounced to touch down in the left corner and book a meeting with either Australia or Fiji.
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