The hosts fielded a mixture of regular internationals and young players, but the inexperienced lineup was no match for the power of the Barbarians who ran in nine tries in an entertaining game full of running rugby.
Winger Chris Ashton, who has 39 caps for England, grabbed a hat-trick of tries for the Barbarians inside 25 minutes as they crossed the line five times in the first half.
Danny Cipriani made his return to the England side for the first time since 2015 when coming on as a 29th-minute substitute, but he could not inspire an England fightback, leaving coach Eddie Jones with much to ponder ahead of the first test in South Africa on June 9.
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"We weren't good enough by a long way," England flyhalf George Ford said after the match. "We'll have to have a look at it because we can't be performing like that."
England were beaten 9-6 on the try count despite fielding seven regular starters, all of whom were involved in the Six Nations.
One of those regulars, Ford, actually denied Ashton a hat-trick inside ten minutes after catching his former team mate, but England still suffered early on.
The Baa-Baas scored three unanswered tries inside 12 minutes, with additional conversations from Scotland's Finn Russell, before Elliot Daly and Piers Francis scored quick-fire tries for England.
Francis scored another before the break, as did Bath youngster Zach Mercer, but the Barbarians stayed well on top.
England slowed the Barbarians' scoring down in the second half, but scored just two more tries through Ben Launchbury and Jonny May, both converted by Ford, as they slumped to another defeat.
(Reporting by Peter Hall, editing by Ed Osmond and Neil Robinson)
