England (25) 35
Tries: Haskell, Hape, Tindall, Foden Cons: Hodgson 2, Barkley Pens: Hodgson 2, Barkley
Barbarians (7) 26
Tries: Sackey 2, D Smith, Johnston Cons: Elissalde 3
Haskell scored the first try but an England rout failed to materialise
England prepared for their summer tour by beating the Barbarians but they were given a scare as the invitational side dominated the second half on Sunday.
England were helped into an early 20-0 lead by converted tries from James Haskell and Shontayne Hape.
Paul Sackey crossed for the Baa-Baas before Ben Foden and Mike Tindall made it 32-7 just after the break.
But the Baa-Baas hit back and scores from David Smith, Census Johnston and Sackey had England alarm bells ringing.
In the end England managed to lift the siege in the last few minutes but manager Martin Johnson will have been concerned by his side's inability to close out the game having dominated the first 50 minutes at Twickenham.
It was a gloriously sunny evening and with the Barbarians apparently deciding tackling was optional in the first half, the tries were soon flowing in south west London.
Recalled Sale fly-half Hodgson revelled in the chance to showcase his undoubted attacking qualities and captain Nick Easter, winger Mark Cueto and Tindall all took the chance to stretch their legs in the wide open spaces.
Cueto was the first to show, cutting through the midfield and making 50m to set up the platform for Hodgson, who had missed with his first penalty attempt, to land a simple penalty and get the scoreboard ticking over.
Two minutes later Hodgson and Tindall combined to break the Barbarians' midfield and when the invitational side again infringed, Hodgson was once more on target.
With the scoreboard moving in their favour England, in the form of Stade Francais flanker Haskell, decided it was time for tries.
Haskell dummied past Ross Skeate and rampaged over from 50m, although Munster full-back Paul Warwick seemed keener to wave him past than put his body on the line.
Another fine Cueto break then set up the platform for Hape to again break the Barbarians' feeble midfield defence and stride over for his first try in England colours, with Hodgson adding both conversions to make it 20-0.
England wing Sackey grabbed a double for the Baa-Baas
The Barbarians finally came to life after 34 minutes and scored a delightful try, with Jean-Baptiste Elissalde, who is about to retire, chipping over the defence and regathering before sending Sackey cantering over for a converted score.
The Toulon-bound Sackey was soon on the attack again but his chip ahead lacked the quality of Elissalde's and Easter and Leeds-bound hooker Steve Thompson - looking much sharper after a season of action in Brive colours - sent Foden racing over.
Hodgson missed the conversion but England led 25-7 after an open half of rugby, and the game initially continued in the same vein after the break.
England saw loose-head Jon Golding go off injured after 44 minutes to join Hodgson, who had taken a blow to the face late in the first half and was replaced by Olly Barkley as a precaution.
But they were soon back on the scoresheet as Tindall produced a big hand-off on Cardiff Blues centre Casey Laulala, with Barkley converting.
However, as the half wore on England began to lose their shape and the Barbarians, with reinforcements of the quality of Australian legend George Smith and Samoa prop Census Johnston, finally showed some of the attacking rugby the side has been renowned for over its glittering history.
They scored their second try as Wellington Hurricanes flyer David Smith scissored with Byron Kelleher from an attacking scrum and took three men over the line with him.
Former Saracens prop Johnston then rumbled over from close range but his Toulouse team-mate Elissalde, who had added the extras to Smith's score, could not convert from the touchline.
At 32-19 with 15 minutes to go the game was suddenly up for grabs and the invitational side were dominating possession.
They hammered away but Martyn Williams knocked on with the line at his mercy to halt one move, and they could only manage a second converted try from Sackey.
In the last few minutes England finally managed to secure a modicum of possession and they ensured they would head off to Australasia with a victory through a last-gasp Barkley penalty, which was roundly booed by their own fans, who were determined to enjoy the party atmosphere.
England now fly to Australia, where they will play two Tests and also face the Australian Barbarians twice, before heading over to New Zealand to play the New Zealand Maori.
Their first game is against the Australian Barbarians on 8 June, with the first Test against the Wallabies on Saturday 12 June.
England: Foden; Cueto, Tindall, Hape, Strettle; Hodgson, Care; Golding, Thompson, Doran-Jones, Atwood, Palmer, Haskell, S Armitage, Easter.
Replacements: Tait for Hape (61), Simpson for Strettle (72), Barkley for Hodgson (36), Payne for Golding (45), Mears for Thompson (55), Ward-Smith for Atwood (51), Worsley for S Armitage (65).
Barbarians: Warwick; Sackey, Laulala, Fritz, Heymans; Elissalde, Kelleher; Roncero, August, White, Skeate, Kay, So'oialo, Williams, Rush.
Replacements: Mignoni for Elissalde (65), Johnston for Roncero (50), Owens for August (70), Thion for Skeate (42), D Smith for Kay (51).
Not Used: G Smith, Estebanez.
Ref: Jerome Garces (France).