Winger Hosea Gear emerged as the match-winner, running in two late tries to settle an entertaining affair.
A makeshift England side included only three players to have played at senior Test level, while the Barbarians boasted a side that included more than 700 international caps.
However, the home side began well, with Dave Ewers and Charlie Sharples looking to make a name for themselves in an England shirt.
Both men went over in the first half to give the home side an 18-14 lead at the interval.
However, the Barbarians, led by Argentina’s Juan Manuel Leguizamon, hit back after the interval with Mamuka Gorgodze scoring a try six minutes into the second half.
Brock James added the extras as well as a penalty goal soon after, but England responded to keep their hopes of victory alive.
Henry Slade touched down and kicked two penalties, but Gear’s brace secured victory for the Barbarians.
A full-strength England get down to business against New Zealand in the first game of their tour in Auckland on Saturday.
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