The Barbarians overpowered an inexperienced England line-up to earn a comfortable victory at Twickenham.
England: (12) 12
Pens: Walder (4)
Barbarians: (20) 32
Tries: Leonard, Horgan, Reihana, Skinstad, O'Kelly
Cons: Humphreys (2)
Jason Leonard, making his farewell Twickenham appearance after 114 England caps, opened the scoring for the Baa-Baas with a rare try on four minutes.
Shane Horgan and Bruce Reihana's scores gave the Barbarians a 20-12 half-time lead with England restricted to four Dave Walder penalties.
Bobby Skinstad and Malcolm O'Kelly both went over to complete the victory.
Clive Woodward's England side, treating the non-cap international as a full Test match, gave a disjointed performance which did not live up to pre-match expectations.
England were unable to score a try and failed to find a score of any kind after the half-time break as they struggled to establish a rhythm without regular set-piece possession.
Leonard, who scored just one try in his long England career, went over from short range as the Baa-Baas pack dominated the home side from the off.
Centre Brian O'Driscoll chipped ahead to create the second for Horgan although it took a bad error from England full-back Michael Horak to allow the winger to strike.
After a bout of extended possession, Reihana went over from David Humphreys' inside pass although Walder's kicks at goal kept England in touch at the break.
Second-half substitute Bobby Skinstad intercepted Walder's floated pass for an easy try after 60 minutes and lock Malcolm O'Kelly set the seal on the win as he drove over on 70 minutes.
But the biggest cheer of the day was reserved for the 67th minute when Leonard was substituted for Greg Feek, earning a standing ovation from the 71,400 crowd.
"I couldn't believe it when I scored," said Leanord afterwards.
"We got closer and closer to the line, Mark
Robinson made a good break and luckily I was on his shoulder to take the scoring
England: M Horak (London Irish); P Sackey (London Irish), J Noon (Newcastle), K Sorrell (Saracens), M Garvey (Gloucester); D Walder (Newcastle), N Walshe (Sale Sharks); M Worsley (Harlequins), M Regan (Leeds), R Morris (Northampton), M Cornwell (Gloucester), A Brown (Gloucester), D Hyde (Leeds), A Hazell (Gloucester), H Vyvyan (Newcastle, capt).
Replacements: C Fortey (Gloucester), J Dawson (Harlequins), P Buxton (Gloucester), D Fox (Northampton), H Charlton (Newcastle), T May (Newcastle), D Scarbrough (Leeds).
Barbarians: T Castaignede (Saracens & France), S Horgan (Leinster & Ireland), B O'Driscoll (Leinster & Ireland), N Grey (NSW Waratahs & Australia), B Reihana (Northampton & New Zealand), D Humphreys (Ulster & Ireland), M Robinson (Northampton & New Zealand), J Leonard (Harlequins & England), A Oliver (Otago Highlanders & New Zealand), C Visagie (Saracens & South Africa), M O'Kelly (Leinster & Ireland), M Andrews (Newcastle Falcons & South Africa), O Finegan
(ACT Brumbies & Australia), A Vos (Harlequins & South Africa), T Randell (Saracens & New Zealand).
Replacements: M Sexton (Ulster), G Feek (Auckland Blues & New Zealand), O Magne (Montferrand & France), B Skinstad (Newport Gwent Dragons & South Africa), N De Kock (Western Stormers & South Africa), D Traille (Pau & France), M Burke (NSW Waratahs & Australia).