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England (6) 15
Pens: Flood 2, Farrell 3
South Africa (9) 16
Pens: Lambie 3
England's decision-making again was questionable once more, as South Africa continued their dominance in 2012 with a polished victory at Twickenham.
After a 2-0 series win in the summer, The Springboks inflicted a second successive defeat on Stuart Lancaster's side to leave their hopes of finishing the autumn in the IRB world rankings top four in tatters.
Flanker Willem Alberts scored the only try of the match in bizarre circumstances, in keeping with a disjointed and scrappy affair, as South Africa secured a third win against northern hemisphere opposition.
Owen Farrell hit three late penalties, but a decision from captain Chris Robshaw not to go to the corner in the final minute deprived England of an opportunity to win the game and allowed South Africa to see out the victory.
The decision summed up a lifeless England display, which was also undermined by Toby Flood's two missed penalties, amid a performance which will leave Lancaster with more questions than answers heading into the final autumn international against New Zealand.
Lancaster rung the changes for the visit of a South African side who were unbeaten in the last 10 meetings between the two sides.
Joe Launchbury made his first test start at lock ahead of Wasps team-mate Tom Palmer, while the fit-again Alex Corbisiero began at prop and Tom Wood and Ben Morgan came into the back row.
Ben Youngs partnered Toby Flood at half-back at the expense of Danny Care, and Mike Brown came in for Charlie Sharples on the left wing.
The Springboks, following wins over Ireland and Scotland, were unchanged as they went in search of a third win against an England side who were themselves still targeting a top four spot in the IRB world rankings ahead of next month's World Cup 2015 draw.
A regular trend for England under Lancaster had been their tendency to begin slowly in the opening 20 minutes, and they sought to redress the balance in the opening exchanges as Ruan Pienaar's box-kick was charged down, leading to a penalty. Flood missed the target, but made no mistake from his second opportunity after Brown's line break.
But after Eben Etzebeth stole the ball from England's lineout, Lambie levelled the scores only for Flood and his South African opposite number to exchange penalties to leave the scores at 6-6.
Flood spurned the opportunity to put England ahead for a third time after referee Nigel Owens penalised the South African pack, allowing Lambie to put the visitors ahead to continue his 100 percent record with the boot.
Decent phases from both sides was being broken up with indifferent kicking displays out of hand, meaning scoring opportunities, as expected, were few and far between with Alex Goode's spirited run and then Flood kick-through the closest either side came in the first half.
Front row dominance for the home side was replaced by South Africa turning the tables at the start of the second and it led to the first try of the game in bizarre circumstances after Pienaar's loose pass, Youngs' kick off the floor ricocheted off a South African player and via an England knock-on, to Alberts who touched down from three metres.
The nature of the score typified the disjointed encounter, and from another mistake England almost grabbed their opening try as Tuilagi led a break-away but after finding Ashton, the Saints wing neither drove for the line nor executed an effective pass for Brown as the attack ran out of fizz and provided further evidence of the bluntness of their attack.
Replacement Farrell did kick two penalties to keep England in touch but went for the posts with a 78th minute third. While he drew the hosts to within a point, the decision deprived them of an opportunity to win the game as South Africa closed out the victory.
England: A Goode; C Ashton; M Tuilagi; B Barritt; M Brown; T Flood; B Youngs; A Corbisiero; T Youngs; D Cole; J Launchbury; G Parling; T Wood; C Robshaw; B Morgan
Replacements: D Paice (for B Youngs 68); D Wilson (for D Cole 76); M Vunipola (for A Corbisiero 53); M Botha (for J Launchbury 73); J Haskell (for T Wood 53); D Care (for B Youngs 68); O Farrell (for T Flood 46); J Joseph
South Africa: Z Kirchner; JP Pietersen; J de Jongh; J de Villiers; F Hougaard; P Lambie; R Pienaar; G Steenkamp; A Strauss; J du Plessis; E Etzebeth; J Kruger; F Louw; W Alberts; D Vermeulen
Replacements: S Brits (for A Strauss 74); H van der Merwe (for G Steenkamp 63); P Cilliers (for J du Plessis 41); F van der Merwe (for E Etzebeth 70); M Coetzee (for W Alberts 57) E Jantjies; J Taute; L Mvovo