England's midweek team were made to work hard for their 54-26 win over the SA Barbarians South selection at GWK Park in Kimberley on Wednesday.
Wing Christian Wade scored a hat-trick while number eight Thomas Waldrom got a brace in what was a hot-and-cold effort from the tourists.
What may have upset Stuart Lancaster about the performance against their lower tier opponents were the lapses in concentration that allowed the hosts to cross the whitewash on four occasions.
The tourists' flakiness in defence saw them exposed in only the third minute when number eight Jacques Engelbrecht barged his way over.
Waldrom then did well to cross before Wade also got over as the midweek team looked to make a statement ahead of the second Test in Jo'burg.
George Lowe - named as a late replacement for David Strettle - then popped up on the shoulder of team-mate Jordan Turner-Hall to put England into a commanding 27-5 lead, but the Baa-Baas replied before half-time when Hannes Franklin scored while James Haskell was in the bin.
The second-half half saw scores traded when Leicester's Waldrom went over from the base before the pace of EP Kings wing Norman Nelson pulled the home side back into matters.
But when Graham Kitchener replied soon after and Wade went over for his second on the hour mark in the midst of a scoring frenzy that led to Ntabeni Dukisa and Danny Care getting in on the act, the final say was left to Wade, who slipped the tackle on his wing for a treble.
For SA Barbarians South:
Tries: Engelbrecht, Franklin, Nelson, Dukisa
Con: Watts 3
Tries: Waldrom 2, Wade 3, Lowe, Kitchener, Care
Con: Hodgson 4
Pen: Hodgson 2
SA Barbarians South: 15 Jacquin Jansen, 14 Cornal Hendricks, 13 Kempie Rautenbach, 12 Wayne Stevens, 11 Norman Nelson, 10 Elgar Watts, 9 Boela Abrahams, 8 Jacques Engelbrecht, 7 Shaun Raubenheimer, 6 Mpho Mbiyozo, 5 David Bulbring, 4 Nolan Clark, 3 Ross Geldenhuys, 2 Hannes Franklin, 1 Corne Fourie.
Replacements: 16 Clemen Lewis, 17 Dean Hopp, 18 Ben Venter, 19 Zandre Jordaan, 20 Ntando Kebe, 21 Ricardo Croy, 22 Ntabeni Dukisa.
England: 15 Alex Goode, 14 George Lowe, 13 Anthony Allen, 12 Jordan Turner-Hall, 11 Christian Wade, 10 Charlie Hodgson, 9 Danny Care, 8 Thomas Waldrom, 7 Carl Fearns, 6 James Haskell, 5 George Robson (capt), 4 Graham Kitchener, 3 Paul Doran Jones, 2 Joe Gray, 1 Matt Mullan.
Replacements: 16 Tom Youngs, 17 Rupert Harden, 18 Tom Palmer, 19 Jamie Gibson, 20 Phil Dowson, 21 Lee Dickson, 22 Nick Abendanon.
Referee: Jonathan Kaplan (RSA)