However, three unanswered second half tries took the star studded Barbarians into a 31-24 lead only for a Charlie Hodgson penalty and Tom Johnson try to edge England back in front 32-31.
However, Tim Visser's last gasp score took the spoils with Ruan Pienaar's conversion merely the icing on the cake.
It had all looked so promising for England and Gloucester players were at the heart of things early on.
Luke Narraway's pass following good work from Charlie Hodgson put Henry Trinder over for the frist score and Narraway's ability with ball hand left Sergio Parisse for dead and gave James Simpson-Daniel the space to finish in style for the third try.
England lost Carl Fearns to the sin bin as half time approached and found themselves under pressure in the scrum but looked to have survived until Paul Hodgson's speculative pass was intercepted and Freddie Michalak accepted the gift with glee.
It brought the Barbarians back into the game and they pounced in the second half as Tim Visser latched on to Michalak's cross kick to score, George Smith crossed in the corner and Joe Van Niekerk completed the turnaround as he drove over from close range.
Hodgson's penalty narrowed the deficit and Tom Johnson's try eight minutes from time looked to have earned the win until Visser's late intervention.