The England rugby side has prepared for their tour of Australia and New Zealand by beating the UK Barbarians 35-26 at Twickenham but they were given a scare as the invitational side dominated the second half.
England were helped into an early 20-0 lead through converted tries from James Haskell and Shontayne Hape.
Paul Sackey crossed for the Baabaas before Ben Foden and Mike Tindall made it 32-7 just after the break.
But the Baabaas hit back and scores from Hurricanes winger David Smith, Census Johnston and Sackey had England alarm bells ringing.
Casey Laulala, Byron Kelleher, Xavier Rush and Rodney So'oialo started for the Barbarians.
England now fly to Australia, where they will play two Tests and also face the Australian Barbarians twice, before heading over to New Zealand to play the New Zealand Maori.