London - The Barbarians went some way to restoring their reputation with a 39-29 win over an unfamiliar-looking England at Twickenham on Sunday.
Following the invitational team's much-criticised display in a 59-8 thrashing by the British and Irish Lions in Hong Kong last year, England's 2003 World Cup-winning coach Clive Woodward labelled the match "a waste of time".
But in front of a crowd of more than 50,000, the Barbarians ran in five tries from Benson Stanley, Juan-Martin Hernandez, Mamuka Gorgodze and Hosea Gear, who crossed twice.
England were fielding what was, effectively, a 'Fourth XV', with Stuart Lancaster's initial squad already in New Zealand ahead of next week's first Test against the world champion All Blacks and players involved in Saturday's Premiership final between Northampton and Saracens not considered for this match.
The first-half started in scrappy fashion but England went ahead in the 12th minute when Exeter No 8 Dave Ewers drove over for a close-range try.
Exeter fly-half Henry Slade converted and England led 7-0.
But the Barbarians, fielding a starting XV featuring 13 players at French clubs, lived up to the club's reputation for running rugby with a well-worked try of their own six minutes later.
New Zealand wing Joe Rokocoko fielded a kick out on the right touchline before working the ball across field where Stanley sold a smart dummy before a neat exchange of passes saw the All Blacks centre cross for a try.
Australian fly-half Brock James, the traditional uncapped player in the Barbarians side and a team-mate of Stanley's at Clermont, saw his conversion go in off the post.
There is an expectation from supporters watching Barbarians matches that both sides will run penalties and there were boos from some in the crowd when Wasps full-back Elliot Daly kicked England into a 10-7 lead.
But it was his running counter-attack that led to England's second try, before replacement fly-half Ollie Devoto's grubber-kick was collected by wing Charlie Sharples.
Daly missed the conversion but England led 15-7.
However, the highlight of the first half was provided by the Barbarians' second try.
James's brilliant cross-kick was taken on the run by All Blacks left wing Gear and his superbly times inside pass sent Argentina full-back Juan Martin Hernandez in for a try.
James then converted to cut England's lead to a point.
There was still time in the half for Slade to kicked England's second penalty, with the hosts leading 18-14 at the break.
But the Barbarians regained the lead in the 46th minute when Georgia No 8 Gorgodze charged off the back of a scrum for a try.
James added the extras and the Barbarians led 21-18.
And having seen that England were prepared to go for goal with penalties, James extended the Barbarians' lead with one of his own in the 52nd minute.
England though hit back when after good work by Devoto and Tommy Taylor, Slade crossed for a try.
But his own conversion attempt hit the post and stayed out.
France's Francois Trinh-Duc, on for James, kicked a penalty before Slade responded to leave the Barbarians a point in front at 27-26 heading into the final quarter.
However, the Barbarians, running the ball from 45 metres out, responded with a fine try.
Trinh-Duc fed Hosea Gear and the All Blacks wing stepped round Daly before sauntering in down the left touchline for a 64th-minute try the Frenchman converted to give the Barbarians' breathing space at 34-26.
Slade kicked another penalty but the Barbarians put the result beyond doubt when, after their captain and Argentina back-row Juan Manuel Leguizamon had fielded a high kick, the ball was worked left and Toulouse flyer Gear went in at the corner.
England: Tries - Ewers (12), Sharples (24), Slade (56); Conversions - Slade (12); Penalties - Daly (21), Slade (36, 60, 68)
Barbarians: Tries - Stanley (18), Hernandez (27), Gorgodze (46), Gear (64, 77); Conversions - James (18, 27, 46), Trinh-Duc (64); Penalties - James (52), Trinh-Duc (58)
Elliot Daly; Semesa Rokoduguni, Jonathan Joseph (Ollie Devoto 53), Sam Hill, Charlie Sharples (Rob Miller 53); Henry Slade (Ollie Devoto blood 19-29), Joe Simpson (Dan Robson 51); Dave Ewers (Charlie Matthews 73), Luke Wallace, Jamie Gibson (James Gaskell 31); Graham Kitchener (capt), Michael Paterson; Kyle Sinckler (Will Collier 51), Rob Buchanan (Tommy Taylor 47), Ross Harrison (Fraser Balmain 51)
Barbarians (country code indicates Test player)
Juan Martin Hernandez (ARG); Joe Rokocoko (NZL) (Anthony Tuitavake 47), Rene Ranger (NZL), Benson Stanley (NZL), Hosea Gear (NZL); Brock James (Francois Trinh-Duc (FRA) 51), Jimmy Cowan (NZL) (Tomas Cubelli (ARG) 47); Mamuka Gorgodze (GEO), Alexandre Lapandry (FRA) (Roger Wilson (IRL) 55), Juan Manuel Leguizamon (ARG, capt); Juandre Kruger (RSA), Donncha O'Callaghan (IRL) (Joe Tekori (SAM) 51); Davit Kubriashvili (GEO) (Nahuel Lobo (ARG) 75), Ti'i Paulo (SAM), Sona Taumalolo (TGA) (Andrew Hore (NZL) 64) (Julien Brugnaut (FRA) 47)
Referee: Mathieu Raynal (FRA)