Despite dominating the first half England scrambled in the second to beat the Barbarians 35-26 at Twickenham.
England lead 25-7 at the break, thanks to a three-try blitz which was aided significantly by the disjointed defensive structure of the Baa Baas.
New Zelanders David Smith and Byron Kellerher combined well to get the Baa Baas in the match after the restart. Census Johnson and Paul Sackey struck for the visitors to leave England clinging to a six point lead with four minutes to go. However, they survived an onslaught and Olly Barkely eased the pressure when he goaled a penalty.
England face Australia on 12 June in the first of their mid-year tour fixtures.