England recorded a first win on their tour of South Africa with a 54-26 victory over SA Southern Barbarians.
Wing Christian Wade scored a hat-trick as the tourists, fielding a totally changed side from the one which lost to South Africa in the first Test, ran in eight tries in Kimberley.
But the home side consistently found gaps in England's porous defence and went over twice in each half.
Coach Stuart Lancaster said: "Mixed emotions would be the assessment."
Only Wade, number eight Thomas Waldrom and scrum-half Danny Care really impressed for England against a team made up of players from South Africa's second tier Currie Cup sides.
"Thomas did well - he got a couple of tries and he was a handful," Lancaster said.
"Danny worked hard for the full 80 minutes and got the try at the end, so I am delighted for him.
"We have some decisions to make overnight. There were periods of inconsistency, but equally I was pleased with lots of the players and how they put their hands up."
David Strettle had initially been selected to start the game on the wing in the Northern Cape city but George Lowe came in as a late replacement for the Saracens man.
It seems Strettle is now in line for a place in the starting XV for Saturday's game at Johannesburg's Ellis Park, with Ben Foden returning to his favoured position at full-back to replace the injured Mike Brown.
Jonathan Joseph is likely to be handed his first Test start alongside Manu Tuilagi in the centre on Saturday, although Lancaster may instead consider moving Tuilagi to the wing.
England started poorly, with the hosts opening the scoring in the third minute with a converted Jacques Englebrecht try.
After Charlie Hodgson brought the score back to 7-6 with two penalties, man of the match Waldrom ran in England's first try in the 17th minute after a George Robson steal then Wade showed good control in the corner to gather Care's kick for a second touchdown two minutes later.
Lowe drifted into the centre from the wing to take Jordan Turner-Hall's short pass and went in under the posts to extend England's lead and Hodgson tacked on the extra points.
Flanker James Haskell was shown a yellow card for consistent foul play in the 32nd minute, and after two minutes of phase ball, Barbarians hooker Hannes Franklin went over for a converted try to cut the deficit at half-time to 25-14.
Lowe gave the England medics cause for concern shortly after the restart, and had to be replaced by Lee Dickson after falling awkwardly on his knee in a tackle.
The sides then traded tries - first the influential Waldrom powered over before Norman Nelson scored the Barbarians' third converted try on 56 minutes after storming past Robson to go under the posts.
Graham Kitchener responded immediately for England after being set up by the quick hands of Anthony Allen, and the Leicester Tigers centre was the creator for Wade's second try after the home side gave up possession near their own line.
Sloppy play was not limited to the home side though, and Barbarians substitute Ntabeni Dukisa took advantage of a turnover in the 67th minute.
England recovered well and finished the game in the ascendancy, with Care showing quick feet to go over for another England try with three minutes remaining. And as time expired, Wade completed his hat-trick.
With most of the rested Test side having travelled to Kimberley to watch the midweek tour match, Lancaster now wants to carry momentum into the weekend.
"It has been the perfect game for us to come here," he said.
"Not just for the guys that have played, but the guys that have watched, to understand the size of the challenge.
"Ellis Park on Saturday is a truly formidable challenge but it is one we are excited about.
"We felt we pushed the Springboks close on Saturday and we have got to raise that by another 10 or 15% at least."
SA Barbarians South: J Jansen; C Hendricks, C Rautenbach, W Stevens, N Nelson; E Watts, B Abrahams; C Fourie, H Franklin, R Geldenhuys, N Clarke, D Bulbring, M Mbiyozo, S Raubenheimer, J Engelbrecht.
Replacements: C Lewis (for Franklin, 51) D Hopp (for Geldenhuys, 60-87, for Fourie), S Fihlani (for Bulbring, 74), Z Jordaan (for Raubenheimer, 60), N Kebe (for Abrahams, 50), R Croy (for Nelson, 66), N Dukisa (for Rautenbach, 45).
England: A Goode; G Lowe, A Allen, J Turner-Hall, C Wade; C Hodgson, D Care; M Mullan, J Gray, P Doran Jones, G Kitchener, G Robson, J Haskell, C Fearns, T Waldrom.
Replacements: T Youngs (for Fearns, 49), R Harden (for Doran Jones, 59), T Palmer, J Gibson (for Gray, 47), L Dickson (for Lowe, 41), P Dowson (for Waldrom, 66), N Abendanon (for Goode, 40).
Referee: Jonathan Kaplan (SA)