South Africa 227-3 beat England 223-7 South Africa beat England at Old Trafford under the excellent guidance of two batsmen called Jacques, Kallis and Rudolph.
The tourists lost both openers cheaply, but were not consistently threatened since England's opening salvo.
Earlier Marcus Trescothick and Anthony McGrath both hit fifties, putting on 114 for England's third wicket.
But there was a worrying collapse before Chris Read and Ashley Giles did well at the close. Makhaya Ntini took three wickets.
All the action:
48th over: Kallis hits the winning boundary to give South Africa victory.
47th over: Giles is clubbed for a straight-driven four by Rudolph and the scoreboard keeps ticking over.
46th over: Troughton denies Kallis a boundary with a long chase and save on the mid-wicket boundary - one of two scoring shots off Gough.
45th over: Giles is back on to bowl from the Stretford End. Kallis is finding the gaps, and nine runs, with ease.
44th over: People are heading for the exits with the writing on the wall. Gough concedes only two runs off the over.
43rd over: Flintoff has a great shout for lbw against Kallis, but umpire Bowden gives the batsman not out.
42nd over: Gough returns and gets plenty of swing, but it's all too little too late.
41st over: Flintoff tries some slower balls but South Africa are just cruising home - many of the people in the crowd have gone home.
40th over: Rudolph uses his feet to drive Vaughan over cover for four.
39th over: Flintoff returns and Rudolph reaches his second half-century in ODIs.
38th over: Vaughan bowls two no balls in an over costing five more runs.
37th over: Anderson returns for England but the over costs 11, full of low full tosses, one pleasantly driven by Rudolph for four.
36th over: A juicy Vaughan full toss is put away by Rudolph for another easy boundary.
35th over: Kallis goes to his fifty in another easy over for the tourists, worth seven as it's ended by a Kallis sweep.
34th over: Vaughan's second over is dealt with easily enough.
33rd over: Giles is not looking penetrating enough.
32nd over: Vaughan bowls his first over of the match and Rudolph plays some risky strokes.
31st over: Giles is milked for four singles.
30th over: Rudolph drives Johnson wide of mid-off for four.
29th over: Giles's first over back is a good one. It costs just two and he beats Kallis with the last ball.
28th over: Much better from Johnson - just two runs coming from this over.
27th over: Gough's seventh over is his least penetrating yet, and this is a worrying time for the home team.
26th over: Kallis drives Johnson on the up through extra cover for four.
25th over: Vaughan brings back Gough, but Rudolph carves a wide one behind point for four.
24th over: Johnson returns to the attack and Kallis has to dig out a nasty yorker.
23rd over: Kallis uses his feet to drive Giles over mid-off for six in an over costing 13.
22nd over: Flintoff restricts Rudolph in another tight over.
21st over: Rudolph plays a strange lofted shot off Giles, but gets away with it.
20th over: Flintoff bowls a maiden at the new batsman, Rudolph.
19th over: Giles finally comes into the attack, and settles into a good line bowling round the wicket, getting some turn too.
18th over: Flintoff slants one into Hall's stumps, bowling the right-hander for 29.
South Africa 83-3
17th over: South Africa continue to accumulate quietly as Johnson continues.
16th over: Flintoff bowls another decent over, but when will England employ the spinners?
15th over: Hall clubs Johnson through the leg-side for four.
14th over: Flintoff bowls a better second over, a maiden to be precise.
13th over: Johnson comes on now, conceding four singles off his first over.
12th over: Flintoff's first ball of the match is carved through the off-side by Kallis for four.
11th over: Anderson bowls two more wides, then gets a second official warning from umpire Bowden. If it happens again, he will be taken out of the attack.
10th over: Hall clubs Gough for three runs past mid-on.
9th over: Anderson gets it right this time, swinging a yorker at Smith which shatters his stumps.
South Africa 37-2
8th over: Hall gets lucky, not for the first time - ballooning Gough over gully with a leading edge.
7th over: Anderson is a lot better in this over, and Hall looks a little uncertain facing him.
6th over: Gibbs is brilliantly run out by Solanki, with a direct hit running in from point.
South Africa 24-1
5th over: Anderson is again finding it difficult to settle into a rhythm.
4th over: Smith inside-edges Gough past his leg stump for four.
3rd over: Smith drives Anderson through the off-side plesantly for four and the bowler is warned by umpire Bowden for running on the pitch.
2nd over: Gough fails to move the ball off the straight in his first over.
1st over: Anderson opens the bowling for England against Gibbs and Smith and starts with a couple of wides.
INNINGS BREAK
50th over: Hall bowls the final over and Giles hits him for six.
49th over: Read punishes a full toss from Pollock through extra cover and then South Africa hand England an overthrow as well.
48th over: Read hammers a four through the off-side to punish a poor delivery from Hall and Giles needs a new bat after splitting his old one.
47th over: Read keeps the score ticking over with some well-timed shots.
46th over: Giles lives dangerously as he nicks one past wicket-keeper Boucher for a boundary.
45th over: Johnson's cameo comes to an end when he is bowled by Ntini, after scoring 10 off six balls.
England 176-7
44th over: Johnson takes the fight to South Africa with a huge six off Kallis.
43rd over: Johnson comes to the crease and skies one but it lands just beyond the fielder.
43rd over: Troughton's agonising innings comes to an end as he chips Ntini to point.
England 162-6
42nd over: Flintoff drives Kallis straight to cover.
England 162-5
41st over: Pollock is back and is again naggingly accurate, England's innings really falling away badly now.
40th over: Kallis comes on and manages to bowl a maiden, a fairly remarkable achievement at this stage.
39th over: Troughton is really struggling to get runs off van Jaarsveld and the England total is unlikely to be terribly impressive now.
38th over: Flintoff hits the first boundary in a while, backing away to cut Boje for four, who finishes his spell now.
37th over: Troughton and Flintoff look short of ideas against the spinners, but four wides help them out a bit.
36th over: McGrath's scratchy innings finally comes to an end as he is stumped off a leg-side wide bowled by Boje.
England 140-4
35th over: Van Jaarsveld continues to stifle McGrath, who seems only to have one shot against the spinners - a pretty ineffective sweep shot.
34th over: McGrath goes to his first one-day fifty with a bottom-edged sweep off Boje.
33rd over: Van Jaarsveld continues and one wonders how long Flintoff will eschew the big shots.
32nd over: Only two singles come off Boje's latest over and the run rate could start to be a problem now for England.
31st over: Boje makes amends for his dropped catch by taking a top-edged paddle by Trescothick off the occasional off-spinner van Jaarsveld.
England 121-3
30th over: Hall bowls his second tight over on the trot.
29th over: McGrath attempts a lofted drive over mid-off which goes badly wrong, but drops just short of deep cover. Trescothick late cuts for four.
28th over: Boje, at mid-off, drops the easiest of chances off Hall as Trescothick gets a let-off.
27th over: Six come off Boje's latest over, but four of them are in fortunate leg-byes.
26th over: Smith gives Hall a second spell, fuelling speculation Kallis is not fit enough to bowl. Trescothick picks him up over mid-wicket for four to reach his fifty.
25th over: McGrath sweeps Boje fine for four.
24th over: Langeveldt continues to apply pressure and the English pair can only take two singles off this one.
23rd over: A more economical over this time from Boje, conceding just three.
22nd over: Precision placement from Trescothick sees him collect four runs between point and gully.
21st over: Pollock concedes four runs in overthrows - Boje is getting plenty of turn, however.
20th over: England nudge five runs off this Langeveldt over.
19th over: With Boje on, Gibbs misses a chance to run out Trescothick, and four byes come up later in the over.
18th over: A bad misfield by van Jaarsveld at cover gifts McGrath two runs and brings up the fifty partnership.
17th over: Ntini gets away with some loose bowling, Trescothick unable to cash in for once.
16th over: England's fifty finally comes up and it heralds a wild slash by Trescothick over gully for a single.
15th over: Ntini replaces the excellent Pollock and Trescothick drives him wide of mid-on for four, and through the covers for another boundary.
14th over: Hall is replaced after just two overs, Langeveldt having his first ball and four runs come off the over.
13th over: Pollock continues his remarkably economic spell.
12th over: McGrath cuts Hall behind point for two much-needed boundaries.
11th over: Two no balls help England's cause, and at least Pollock only has four overs left after this.
10th over: In Hall's first over, McGrath is finally off the mark from his 15th ball, but in most unconvincing fashion.
9th over: England take their first run of the afternoon off Pollock, Trescothick running him down to third man.
8th over: With only a single coming off this Ntini over, the home team fans are getting a little restless.
7th over: Pollock bowls his fourth successive maiden. This time, McGrath is the batsman unable to score off him.
6th over: Trescothick finally gets off the mark, driving his 18th delivery wide of mid-off for four. The next ball goes the other side of the fielder for another boundary.
5th over: Pollock strikes as a loose Vaughan drive is edged straight to Boucher.
England 7-2
4th over: Ntini appeals for a catch behind off Solanki and umpire Mallender decides the ball hit inside edge rather than pad.
England 4-1
3rd over: Trescothick uses his feet to Pollock to try to get on top of the bowling but the bowler sends down a second maiden.
2nd over: Solanki square cuts Ntini's first ball for four.
1st over: Pollock bowls the first ball to Trescothick wide of the off stump. He continues the tight line in a maiden over.
England: Marcus Trescothick, Vikram Solanki, Anthony McGrath, Michael Vaughan (capt), Jim Troughton, Andrew Flintoff, Chris Read (wkt), Ashley Giles, Richard Johnson, Darren Gough, James Anderson.
South Africa: Graeme Smith (capt), Herschelle Gibbs, Jacques Kallis, Jacques Rudolph, Andrew Hall, Mark Boucher (wkt), Shaun Pollock, Martin van Jaarsveld, Nicky Boje, Charl Langeveldt, Makhaya Ntini.
Umpires: Billy Bowden (NZ) and Neil Mallender (Eng)