Conversions: Burns (4)
Rob Cook; Charlie Sharples, Henry Trinder, Billy Twelvetrees, James Simpson-Daniel; Freddie Burns, Tavis Knoyle; Nick Wood, Darren Dawidiuk, Rupert Harden; Tom Savage (captain), James Hudson; Sione Kalamafoni, Matt Kvesic, Ben Morgan
Koree Britton, Dan Murphy, Yann Thomas, Lua Lokotui, Akapusi Qera, Dan Robson, Mike Tindall, Steph Reynolds
Gareth Owen; Liam Williams, Gareth Maule, Scott Williams, Kristian Phillips; Steve Shingler, Gareth Davies; Phil John, Ken Owens, Samson Lee; George Earle, Jo Snyman; Aaron Shingler, Josh Turnbull, Rob McCusker (capt)
Emyr Phillips, Rob Evans, Jacobie Adriaanse, Jake Ball, Sione Timani, Rhodri Williams, Rhys Priestland, Jordan Williams, Adam Warren, Richard Kelly, Craig Price
This was a friendly in name only. This game fizzed and crackled from the off as both sides slugged it out for 80 minutes in a manner reminiscent of the Anglo Welsh games of old.
The Kingsholm crowd lapped it up and really got into the game in the final quarter, when they sensed that the game might be slipping the way of the Scarlets.
In fact, the game was still very much in the balance when Rob Cook scored a sensational solo score to pretty much clinch the game.
It ends preseason on a high note for Gloucester, who saw some of their high profile names look in really good nick ahead of next weekend's Aviva Premiership at home to Sale (September 7th, 3pm).
The early exchanges hinted at a tight encounter. Both teams were obviously well up for the game and the defensive hits were flying in from both sides.
One moment in particular lifted the home crowd though, as James Simpson-Daniel gathered a high ball, slipped past his opponent and promptly swerved past three more.
And it was Simpson-Daniel who scored the game's first try. The pack drove close to the line before Tavis Knoyle released the backs. Trinder provided the link and Simpson-Daniel shrugged off a high tackle to score. Freddie Burns converted.
Gloucester were on a roll at this point, and the Scarlets seemed to have little answer. 18 minutes were on the clock when Gloucester struck again.
Again the pack did the hard work, softening up the Scarlets pack. When the ball was moved wide, Burns threaded through a delicate grubber kick and Billy Twelvetrees touched down. Burns added his second conversion for a 14-0 lead.
In fact, the only negative at this point was seeing summer signing, second row James Hudson, leave the field of play holding his shoulder.
There was much to admire about the Cherry and Whites in this opening half hour. A superb counter from Rob Cook, followed by a neat chip and catch deserved more, but the full back was tackled into touch.
The visitors were starting to walk a tightrope in terms of their discipline though, and it came as no surprise when referee Greg Garner brandished a yellow card - to Jo Snyman for a high tackle on Rob Cook.
However, despite more significant pressure from Gloucester, the Scarlets held out until half time and lived to fight again in the second half.
It had been a fine first half for Nigel Davies' side. The whole team were playing with ambition and there looked to be attacking threats all over the field.
The second half was bound to see plenty of changes in personnel, so it remained to see whether Gloucester could clinch the game before the replacements started or whether it would be a total squad effort.
However, it was the Scarlets who struck first. A well drilled rolling maul was heading towards the Gloucester line when it went to ground, and referee Garner went straight under the posts to award the penalty try. Rhys Priestland converted.
Freddie Burns promptly extended to 17-7 as he landed a long range penalty when Dan Robson was illegally pulled into a ruck.
And Kingsholm erupted moments later when Henry Trinder opened up the Scarlets defence with a sublime grubber. The centre hacked on but was taken out. Fortunately Matt Kvesic won the foot race and scored the third try. Freddie Burns converted once again.
24-7 looked a decent lead but Gloucester were pegged back on 55 minutes, when the Scarlets worked a neat move at the front of a 5 metre lineout and hooker Ken Owens strolled over.
Things were suddenly not quite so easy for Nigel Davies' side, and replacement scrum half Dan Robson was yellow carded on the hour for an offence at a ruck near his own line.
It was certainly becoming a fractious encounter now, with lots of scuffles going on. Snyman seemed to be involved in most of it, but no-one was taking a backward step.
The officiating was also giving the Kingsholm crowd palpitations, and near constant penalties saw Gloucester pinned back deep in their own 22. When Matt Kvesic was also sinbinned, the stadium nearly erupted.
However, it wasn't nearly as loud as the roar when Rob Cook pounced on a turnover in his own 22, kicked ahead, won the chase and scored under the posts for a sensational score. Burns' conversion made it 31-12.
Still the Scarlets fought back. Steph Reynolds pulled off a superb try saving tackle but the visitors had the final word at least as Rhodri Williams scampered over for a late consolation.