England scraped their first victory of a troubled tour against the Australian Barbarians at the Bluetongue Stadium in Gosford.
Two penalties from Charlie Hodgson and three from Olly Barkley were eventually enough to seal the win, despite another disappointing performance from Martin Johnson's side.
The Barbarians had edged into a 9-6 lead early in the second half with three penalties from Berrick Barnes before England's scrum dominance proved the difference and Barkley booted the points.
The Australian second-string had ended up with two hookers in the front row and England took full advantage as Barkley sealed an unconvincing win.
England's Test squad remained back in Sydney and did not make the 50-mile journey north to Gosford, although the whole Australia squad was present.
The midweek side were captained by Joe Worsley and they featured seven changes from the 28-28 draw with the Barbarians last Tuesday.
Wing David Strettle and centre Dominic Waldouck were among those making their first starts of the trip and their quick hands and lively running contributed to an enterprising start.
England dominated the first quarter and took a third minute lead with a Hodgson penalty after Ward-Smith's break down the wing.
Matt Banahan made three powerful runs and Strettle was enthusiastic and elusive as England looked to inject some pace into their game on the back of another dominant scrum performance.
Waldouck showed great hands to flick a pass over his shoulder and then picked a perfect line to carve through the Barbarians defence.
Referee Steve Walsh awarded England a dubious penalty, which Hodgson missed but he soon pushed the tourists further ahead as the Barbarians struggled to break out of their own half.
England worked another promising opportunity but Hodgson's flick-pass for Delon Armitage on the overlap drifted forward and to the ground.
That was the best England had to offer, their execution again a disappointment and Waldouck, one of their brighter sparks, was forced off injured after 27 minutes.
The Barbarians also had to make a change but it only improved their creativity with Barnes on for the injured Will Chambers and with it swung the balance of power.
Olly Barkley halted a driving run from Barbarians flanker Ben McCalmon before Kurtley Beale made his own dart for the line and England reacted just in time to stop him short of the whitewash.
The Barbarians kept the pressure on and England began to lose their composure. Barnes slotted two penalties to draw the Barbarians level and England were fortunate not to trail at the interval after missing a simple shot at goal.
Both sides began to ring the changes but England's performance continued to deteriorate, with poor tackling and basic errors allowing the Barbarians to remain on top.
Barnes kicked a third penalty to edge the Barbarians ahead before Barkley assumed the kicking duties to respond, after another powerful England scrum.
The scrum proved decisive in the end. The Australian Barbarians finished with two hookers in the front row.
England milked that dominance and Barkley kicked them to victory.