England beat Georgia in their Pool B World Cup match in Dunedin but the stuttering nature of the performance will be of concern to manager Martin Johnson.
Georgia, ranked 16th in the world, dominated the breakdown before half-time and forced England into a host of infringements, but fly-half Merab Kvirikashvili missed three penalties.
Centre Shontayne Hape scored two tries for England before the break, while Georgia number eight Dimitri Basilaia touched down to make it 17-10 at half-time.
But England's superior fitness told in the second half, with Delon Armitage, Manu Tuilagi and Chris Ashton (two) going over for tries to secure a bonus-point win.
When Hape sauntered over for a try after only three minutes it looked as if England were destined for a comfortable victory, but Georgia are made of sterner stuff, as they showed when running Scotland close in Invercargill last week.
With flankers Mamuka Gorgodze and Shalva Sutiashvili to the fore, Georgia came swarming back, dominating England at the breakdown.
And when scrum-half Ben Youngs, who had a poor game, was burgled by opposite number Irakli Abuseridze and the ball shipped down the line to Irakli Machkhaneli, it looked like Georgia had scored a try of their own, but the winger's foot was in touch.
As in their narrow defeat of Argentina last week, England were indisciplined at the breakdown, and if Georgian fly-half Merab Kvirikashvili had remembered his kicking boots, Johnson's side might have been behind at half-time.
England gave away six penalties in the first 15 minutes and were lucky to still have 15 men on the pitch, but Kvirikashvili missed two very makeable penalties in quick succession as Georgia were unable to take advantage of significant territorial advantage.
England finally found some rhythm midway through the first half, Ashton coming into the line, feeding Toby Flood and New Zealand-born Hape eventually reaching and scoring his second try.
After another penalty miss, Kvirikashvili finally found the target on 27 minutes before Flood hit back with a three-pointer of his own.
Just before half-time, Kvirikashvili was snagged just short of the line before referee Jonathan Kaplan finally decided to take action after an 11th penalty conceded by England.
Hooker Dylan Hartley was sent to the sin-bin after yet another infringement at the breakdown and, on the stroke of half-time, Georgia's territorial advantage finally told when number eight Basilaia surged over from the base of the scrum for a try next to the posts.
England looked to put width on the ball after the restart, Armitage very nearly going over in the corner only for the video referee to decide his foot was in touch. But Armitage did get on the score-sheet five minutes later, Ben Foden straightening and putting the London Irish man in.
After yet another missed penalty by Kvirikashvili from bang in front of the posts, England scored again, centre Tuilagi flying into the line and touching down under the bar.
England's superior conditioning began to show in the final quarter and as the game began to break up, their three-quarters began to stamp their authority on the game. And when Foden went on a mazy run from inside his own 22 and put Ashton in for a long-range try, any threat of an upset was when and truly snuffed out.
Ashton dived over again from the final move of the game to make the scoreline look more emphatic, but the truth is it was another below-par display from the reigning Six Nations champions, whose next game is against Romania next Saturday.
England: Foden, Ashton, Tuilagi, Hape, Armitage, Flood, Youngs; Stevens, Hartley, Cole, Shaw, Palmer, Wood, Moody, Haskell.
Replacements: Banahan for Tuilagi (67), Simpson for Youngs (67), Corbisiero for Cole (65), Thompson for Wood (40), Croft for Moody (57).
Not Used: Deacon, Wilkinson.
Sin-bin: Hartley (40).
Georgia: Gigauri, Machkhaneli, Kacharava, Zibzibadze, Todua, Kvirikashvili, Abuseridze; Khinchagashvili, Bregvadze, Kubriashvili, Zedginidze, Maisuradze, Sutiashvili, Gorgodze, Basilaia.
Replacements: Khmaladze for Machkhaneli (42), Samkharadze for Abuseridze (63), Zirakashvili for Kubriashvili (24), Datunashvili for Zedginidze (5), Chkhaidze for Sutiashvili (31), Berishvili for Basilaia (60).
Not Used: Giorgadze.