England 36-49 Barbarians
England's summer tour hopefuls were given a harsh lesson as the Barbarians turned on the magic at Twickenham with a stirring seven-try victory.
The cosmopolitan visitors erased memories of last year's capitulation to another young England outfit by adding application to their traditional flair.
Frenchmen Thomas Castaignede, Christian Califano, Raphael Ibanez and Franck Tournaire were all on the scoresheet, with Kiwis Mark Robinson and Bruce Reihana, and Ireland's Jonathan Bell adding the other tries.
Irish stand-off David Humphreys converted all seven, while centre Jamie Noon was England's stand-out performer with two tries in an accomplished display.
We lost to a better team but there are bigger things to come
England coach Clive Woodward
The Baa-Baas scored a try in keeping with their celebrated tradition after just three minutes.
Wheeling an England scrum close to their own line, number eight Sam Harding picked up and sprinted 50 metres up the right flank before sending a cross kick in field.
Castaignede was onto it in a flash and timed his own kick ahead to perfection, touching down for a try that evoked memories of Philippe Saint-Andre's effort for France at Twickenham in 1991.
England 36 (15)
Tries: Lipman, Noon 2, Walder, Walshe
Cons: Walder 4
Barbarians 49 (21)
Tries: Castaignede, Califano, Robinson, Bell, Ibanez, Reihana, Tournaire
Cons: Humphreys 7
Humphreys converted, and was adding the extras again four minutes later as Califano once more exposed England's defence.
In between, England stand-off Dave Walder landed a drop goal, and a subsequent penalty attempt bounced off an upright.
Castaignede should have had a second try after 19 minutes when Phil Christophers failed to deal with a chip, only for the Frenchman to knock on over the line.
England enjoyed another reprieve a minute later when Auckland scrum-half Robinson lost the ball trying to touch down under pressure from Walder.
But Robinson, recruited by Northampton next season, made no mistake shortly afterwards, brushing off a tackle from replacement England prop David Flatman.
Humphreys' conversion put the Baa-Baas 21-3 up after 25 minutes, and England were staring at a hefty defeat.
Noon was England's best performer
The Twickenham crowd vented their feelings when Walder was asked to kick a penalty after 32 minutes in a bid to restore the home side's poise.
But their derision promptly turned to cheers when his attempt came back off an upright and Bristol flanker Michael Lipman reacted quickly to touch down.
Walder missed the conversion but England fought their way back into the game in the 10 minutes before half-time.
They were rewarded with a second try from Noon, who finished well after good work from Christophers, Alex Brown and Martin Corry.
Walder converted to reduce the deficit to 15-21 at the interval.
He missed a straightforward penalty on the resumption, though, and what looked like a try for Christophers was ruled out for offside.
Instead it was the Baa-Baas who landed the second half's first blow, Castaignede and AJ Venter combining to send Bell over.
But Noon's instant riposte - a lovely step inside two men from 30 metres out - and Walder's conversion brought England to within six points, only for the Barbarians to surge further ahead.
Our guys were good enough to flick the switch when it counts
Baa-Baas coach Alan Solomons
Replacement hooker Ibanez burrowed over, before Percy Montgomery created space for Reihana's finish.
Walder's chip and chase gave England hope of a comeback, but Franck Tournaire sealed the Baa-Baas victory with their seventh score.
Replacement Nick Walshe's injury-time try brought little consolation as Fortess Twickenham was finally breached.
England: D Scarbrough; M Cueto, J Noon, B Johnston, P Christophers; D Walder, K Bracken; M Worsley ; M Regan, P Vickery (capt), A Codling, A Brown, M Corry, M Lipman, C Jones.
Replacements: A Titterrell, D Flatman, H Vyvyan, P Anglesea, N Walshe, K Sorrell, S Amor.
Barbarians: P Montgomery; A Tuilevu, T Castaignede, J Bell, B Reihana; D Humphreys, M Robinson; C Califano, M Sexton, C Hayman, AJ Venter, M Connors, J Collins, S Harding, T Randell (capt).
Replacements: R Ibanez, F Tournaire, H Louw, R Strudwick, M Robinson, F Contepomi, D Gibson.
Referee: Iain Ramage (Scotland)