Barbarians managed to beat England in the last minutes of the match. Tries from Henry Trinder, Ugo Monye and James Simpson-Daniel helped the hosts into a 24-7 lead after 26 minutes.
But the Baa-Baas hit back with four unanswered tries to lead 31-24 before England responded with a penalty from Charlie Hodgson and a Tom Johnson try.
But Baa-Baas wing Tim Visser finished off a flowing move to win it late on.
It was a second try for the Edinburgh-based Dutchman, as the invitational side out-scored England six-to-four on the try count.
The boys in England Rugby Shirts never really managed to get going, though they also had to contend with worrying-looking injuries to Harlequins duo Ugo Monye and Joe Marler.