First Carter almost put Conrad Smith over, only for Shane Williams to get an arm between ball and ground.
Hosea Gear and Mils Muliaina scored twice, while Dan Carter, Conrad Smith and Andy Ellis also crossed the line.
Striker Conrad Smith has scored nine goals for his country in 25 appearances, and midfielder Hayden Tinto has won eight caps.
England took an early 6-3 lead but New Zealand hit back with converted tries from Conrad Smith and Dan Carter and three Carter penalties.
That just leaves Brian O'Driscoll to play the game of his life and really take on Ma'a Nonu and Conrad Smith in the midfield.
Mils Muliaina's early try put the All Blacks ahead but Kurtley Beale's solo effort levelled it before Conrad Smith restored the All Blacks' advantage.
Tomas O'Leary is the surprise choice at scrum-half while New Zealand bring back their big guns including Dan Carter, Richie McCaw, Conrad Smith and Sitiveni Sivivatu.
The All Blacks then burst into action as Conrad Smith ran through for a superb try which was converted by Donald who then landed a penalty.
All Blacks centre Conrad Smith scored early in the first half when he won the race to dive on a Richie McCaw grubber kick over the Springbok line.
And the All Blacks duly made the game safe when, shortly after Conrad Smith and Muliaina had sliced the England defence apart, Carter slotted his fourth penalty of the game.
Yet despite being a man down New Zealand replied with a classy try as Conrad Smith combined with Ma'a Nonu - on for Williams at centre - to bust the Welsh defence.
The likes of Richie McCaw, Ma'a Nonu, Conrad Smith, Andrew Hore and Mils Muliaina were rested for last weekend's victory over Italy and are set to be recalled by Henry when he names his team to face England on Wednesday.
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