England (5) 26
Tries: Foden, Turner-Hall, May, Banahan Cons: Goode (3)
Barbarians (14) 33
Tries: Balshaw (2), Jack, Elsom, D'Arcy Cons: Blair (4)
Josh Lewsey and Martin Corry were making their final appearances in England
England had an unpleasant surprise ahead of the Tests with Argentina as they were outclassed by the Barbarians.
Iain Balshaw scored from Josh Lewsey's kick-through and Chris Jack ran in a second for the Baa-Baas, with Ben Foden pulling a try back for England.
Three tries in 10 minutes after the restart by Rocky Elsom, Balshaw and Gordon D'Arcy increased England's woes.
But the home side finished strongly as Andy Goode set up late tries for Jordan Turner-Hall, Tom May and Matt Banahan.
Despite all the talent on display, neither side managed to create anything of note in the opening 15 minutes until Lewsey set up former England team-mate Balshaw for the game's opening try.
This seemed to rouse England, however, and only a superbly timed tap-tackle by Glenn Jackson denied Jamie Noon an equaliser, as he stumbled into touch inches short of the right-hand corner.
But the Baa-Baas soon found their stride, with Kiwi second-rower Jack adding a second try after excellent approach work by fellow lock Martin Corry, in his Twickenham finale, before the former England captain was felled by Goode.
The experimental nature of the England side was evident as they struggled for fluency, but they did manage to get on the scoreboard when Steve Borthwick helped set up Foden to power over and score in the corner.
Any hopes that England could turn things around in the second half were blown out of the water in the first 10 minutes after the restart.
Foden was one of six players making their first England start
Australian Elsom waltzed through the England defence to score, then Ireland's D'Arcy and South African Schalk Brits set up another try for Balshaw, before Darcy added one of his own.
Only a desperate last-ditch tackle by full-back Delon Armitage stopped Brits making the scoreline even worse for England, as he prevented the hooker touching down after a fine breakaway move.
That seemed to mark the end of the Baa-Baas ambition, as they let England back into the game in the final quarter.
Goode's deft kick over the defensive line put in Turner-Hall to touch down, and the Brive player then produced a grubber kick to set up May for his first England try.
When Banahan produced a perfectly timed aerial take to score from another Goode kick, England had closed the gap to seven points.
But although they ended in the ascendancy, it could not make up for the flaws which had been exposed.
The result was the perfect send-off for former England skipper Martin Corry and World Cup-winning wing Josh Lewsey, who were making their final appearances at Twickenham before retirement.
The pair have both travelled to Australia for their final match, again for the Barbarians, against the Wallabies in Sydney on Saturday.
England: D Armitage (London Irish); Foden (Northampton), Noon (Newcastle), Turner-Hall (Harlequins), Banahan (Bath); Goode (Brive), Care (Harlequins); Payne (Wasps), Hartley (Northampton), D Wilson (Newcastle), Borthwick (Saracens, capt), L Deacon (Leicester), Robshaw (Harlequins), Moody (Leicester), Easter (Harlequins).
Replacements: Thompson (Brive), Wood (Gloucester), Jones (Sale Sharks), S Armitage (London Irish), Haskell (Wasps), Hodgson (London Irish), May (Newcastle).
Barbarians: Blair (Cardiff Blues/New Zealand); Howlett (Munster/New Zealand), Lewsey (Wasps/England), D'Arcy (Leinster/Ireland), Balshaw (Gloucester/England); Jackson (Saracens), Marshall (Saracens/New Zealand); Dermody (London Irish/New Zealand), Brits (Stormers/South Africa), Somerville (Gloucester/New Zealand), Corry (Leicester/England, captain), Jack (Saracens/New Zealand), Collins (Toulon/New Zealand), Betsen (Wasps/France), Elsom (Leinster/Australia).
Replacements: Bruno (Sale/France), Botha (Ulster/South Africa), Tito (Cardiff Blues), Waugh (Waratahs/Australia), Whitaker (Leinster/Australia), Catt (London Irish/England), Nasiganiyavi (Waratahs).