England opened their tour account Down Under with a 28-28 draw against the Australian Barbarians thanks to a thrilling fightback in Perth.
A James O'Connor masterclass saw England on the ropes before they responded in positive fashion.
The Western Force full-back picked up all 25 of the Baa-Baas' points before being replaced on 47 minutes. By that stage England were 25-13 down and on the brink of defeat - with O'Connor having scored three tries, two conversions and two penalties.
However when he departed, England were able to hit back - and were only denied an unlikely victory when Berrick Barnes slotted over a late penalty. In fact, Barnes had a chance to win it for the hosts in injury time, but his kick went wide.
For England Lee Mears, Dan Ward-Smith and Matt Banahan crossed for tries and Olly Barkley added 13 points with the boot.
And, in truth, it was a decent work out for the tourists. Mathew Tait and Matt Banahan looked lively, Hendrie Fourie and Chris Robshaw tackled well, the pack worked well at the breakdown, while the scrum was impressive.
However on the downside, they too often looked toothless in attack - at one stage losing 40 yards before Charlie Hodgson was forced to boot the ball downfield - while silly mistakes gifted openings to the hosts.
England will have been pleased with their start as a Barkley penalty saw them into a 3-0 lead after two minutes, while their work at the breakdown saw them force five turnovers.
Banahan had one charging run, while Tait had a couple of half-breaks. However it was Tait's Sale colleague Hodgson who went closest to scoring the first try as he took Barkley's offload, but he was tackled short before the hosts conceded a penalty.
Barkley made no mistake with the kick but the Baa-Baas responded well as Barnes was denied by Fourie just short of the line.
However, the Australians got the try they wanted minutes later as quick hands found O'Connor out wide and although Ugo Monye got the tackle in, the young full-back stretched out an arm to touch the ball down in the corner.
O'Connor added a penalty and then crossed again on 31 minutes after he sold a superb dummy and sprinted clear. His conversion made it 15-6 to hosts and England looked in trouble.
However the tourists were able to score their opening try on 35 minutes. Both Tait and Monye went close before Mears barrelled over from close range.
Barkley converted but the Baa-Baas had the last word before the break as O'Connor slotted over a penalty.
And O'Connor was England's tormentor again after half-time as he touched down after Josh Valentine had slotted the ball through on the deck. O'Connor's conversion took his tally to 25 points.
A Barkley penalty cut the deficit to nine points, but too often needless mistakes cost England possession and territory.
However, with England's scrum proving dominant, the tourists were able to gain a foothold into the game. And after seeing repeated scrums collapse 5m out, Australia's Mark Chisholm was sin-binned.
With the extra man and the power in the pack, England were able to hammer their way over through Ward-Smith, with Barkley converting.
Banahan crossed two minutes later to put England in front. Shane Geraghty had found Geoff Parling free on the left and although he was tackled short, quick ball found Banahan on the other flank for the Bath winger to score.
Hopes of a shock England victory, though, were ended as Worsley conceded a penalty from the restart, with Barnes this time adding the three points.
Tries: O'Connor 3
Cons: O'Connor 2
Pens: O'Connor, Barnes
Tries: Mears, Banahan, Ward-Smith
Cons: Barkley 2
Pens: Barkley 3
Australian Barbarians: 15 James O'Connor, 14 Nick Cummins, 13 Will Chambers, 12 Anthony Faingaa, 11 Lachie Turner, 10 Berrick Barnes (co-capt), 9 Josh Valentine, 8 Stephen Hoiles (co-capt), 7 Matt Hodgson, 6 Ben McCalman, 5 Mark Chisholm, 4 Mitchell Chapman, 3 Laurie Weeks, 2 Huia Edmonds, 1 Pek Cowan.
Replacements: 16 Damien Fitzpatrick, 17 James Slipper, 18 Kane Douglas, 19 Pat McCutcheon, 20 Luke Burgess, 21 Kurtley Beale, 22 Peter Hynes.
England: 15 Delon Armitage, 14 Matt Banahan, 13 Mathew Tait, 12 Olly Barkley, 11 Ugo Monye, 10 Charlie Hodgson, 9 Richard Wigglesworth, 8 Dan Ward-Smith, 7 Hendre Fourie, 6 Chris Robshaw (c), 5 Geoff Parling, 4 Dave Attwood, 3 David Wilson, 2 Lee Mears, 1 David Flatman.
Replacements: 16 George Chuter, 17 Paul Doran-Jones, 18 Courtney Lawes, 19 Joe Worsley, 20 Paul Hodgson, 21 Shane Geraghty, 22 Dominic Waldouck.
Referee: Stuart Dickinson