Oliveira Debora's second-half double was enough to see off Phil Neville's Lionesses, despite having enough chances to win the game.
Story of the game
Debora headed home the opening goal from close range after 49 minutes.
Debora doubled the visitors' lead on the 67th minute as her shot looped over the head of Mary Earps.
Beth England halved the deficit with 10 minutes to go through a stunning header.
The Lionesses had the ball in the net after nine minutes but Nikita Parris had strayed fractionally offside before Jodie Taylor finished.
One minute later Parris had another chance at the back post as she rose above Britto Tamires but could only head straight at Barbosa Barbara.
Beth Mead almost opened the scoring after 25 minutes as she got past two defenders before seeing her curling effort go just wide of the far post from 12-yards.
Taylor was picked out by a superb through ball from Parris but she took one too many touches and saw her effort sail over the bar.
Mead squandered a glorious opportunity as Jordan Nobbs pounced on a loose ball and curled a ball across the box but Mead could only slice her shot wide of the far post.
Despite having no chances first half Brazil took the lead through Debora who had a free header from six-yards which squirmed underneath Earps.
Debora picked up a loose ball six-yards from goal and somehow managed to get her shot over Earps and into the far corner from such close range.
England had only been on the pitch seven minutes before heading home from the penalty spot leaving Barbara with no chance.
The number 18 managed to find the far corner despite being 12-yards from goal after a Steph Houghton picker her out superbly.
The substitute almost got another four minutes later when Mead spotted her run in-behind but England could not generate enough power on her diving header to trouble Barbara.
Lucy Staniforth should have levelled things up with one minute left as Barbara flapped at a cross, Staniforth had an open goal but her header lacked power and allowed the keeper to get back and claw the ball away.
England still struggling at the back
England dominated all game but suffered two lapses of concentration which ultimately cost them.
England were left marking space for the first goal and failed to react quickly enough to a rebound for the second goal.
It was their Achilles heel at the World Cup and Neville still needs to improve his back four as they are great going forward.
Not Ruthless enough
The Lionesses had plenty of chances to kill the game but squandered most of them.
They have great talent in the final third with Parris, Mead, Taylor and England all causing Brazi problems, however, they could not find that killer instinct to get the win.