Potchefstroom - The Roses were made to work hard for their 57-31 victory over the Northern Barbarians in Potchefstroom on Tuesday night.
It was England's second victory on tour after they beat the Southern Barbarians in Kimberley last week.
The Northern Barbarians started at a high pace and fullback JC Roos kicked a penalty in the sixth minute.
However, it was not long before veteran flyhalf Charlie Hodgson answered to level the scores.
The Baabaas kept putting England under immense pressure but good defence from the visitors denied the home side until centre Joubert Engelbrecht scored a try in the corner, thanks some hard work by Baabaas captain JW Jonker.
England were jolted awake and it was not long before fullback Nick Abendanon went over in the corner after some good attacking play.
Hodgson converted again to level the scores at 10 points all.
The Baabaas defended well, but they lacked discipline in their tackles.
In the 23rd minute, England took the lead for the first time after eighth man Ben Morgan dove over for a converted try.
Play was interrupted for about six minutes with England winger Ugo Monye being carried of the field with a neck injury.
The lapse in play resulted in a break in concentration and some sloppy handling followed.
Winger Christian Wade almost dotted down for England in the 30th minute, but some good Baabaas defence saw him bumped out on the corner flag.
Abendanon then scored his second five pointer of the evening after showcasing some fancy footwork. He got good ball on the front foot after the English forwards mauled 30m.
Just before half time, the ever present Abendanon scored his third try of the evening after a clever kick-through by England. Hodgson converted to give his side the half time lead of 31-10.
The break halted England's momentum and the Barbarians finally scored in the 53rd minute when scrumhalf Shaun Venter dummied and dived over for a converted try.
After England's flanker Jamie Gibson was yellow-carded for a late tackle, it left the visitors one man short and Venter went over for his second try, duly converted by Roos.
The local crowd got behind the Baabaas, while England started making silly mistakes but when replacement Johnny May went over in the corner, England regained the upper hand.
May followed up with his second try which Hodgson converted and centre Anthony Allen added his name to the scorers as the wheels came off for the home side in the last ten minutes.
Winger Deon Scholtz scored a consolation try for the Baabaas near the end, with referee Mark Lawrence awarding a penalty try to England on the final whistle. - Sapa