Graeme Smith was at his sublime best scoring 88 runs to help power South Africa to a massive total of 241 helped in part by some poor bowling by England.
Smith and Loots Bosman shared a record Twenty20 international opening stand of 170 as all of England bowlers were dispatched with ease around Centurion.
After Friday nights disappointing loss at the Wanderers Smith and Bosman wasted no time in setting about their task of setting a big total for England to chase.
The first two overs went well for England conceding only 14 runs but Smith set his sights on Sajid Mahmood in the next over hitting him for 3 consecutive fours before Bosman finished of the over with a huge six.
The over by Mahmood changed the course of the game as Smith and Bosman started to attack all of England's bowlers with ease feeding off some very poor indiscipline bowling.
At times England looked lost in the field with boundaries coming with ease as Alastair Cook's debut as captain was turning sour. In an attempt to slow the run rate Cook brought Adil Rashid into the attack and could only watch as his first over went for 25 runs.
Smith reached 88 before misjudging Joe Denly's first ball and watched as Mahmood took an easy catch on the boundary. Smith's 88 runs came from just 44 balls including 8 fours and 6 sixes.
With Smith departed Bosman carried on the assault missing out on a well deserved century by just 6 runs after he failed to get behind a full toss from Luke Wright and watched as James Anderson took a great diving catch at deep midwicket to hold a fine catch.
With 8 wickets in hand South Africa were able to keep on attacking despite losing regular wickets as Albie Morkel (14), JP Duminy (2) and Jacques Kallis (7) all failed to get going.
As the dust settled on an amazing display England well left shell shocked and will have to somehow chase 242 for a series victory.