Jonny Wilkinson ran the show for England at Twickenham - but prospective World Cup captain Lewis Moody gave manager Martin Johnson a major injury scare.
Wilkinson marked his possible Twickenham farewell by guiding England to victory in trademark fashion against their opening World Cup warm-up opponents.
Wilkinson, as he has done throughout an outstanding 83-cap Test career, showcased his considerable repertoire of kicking skills, taking his England tally to 1,141 points through two drop-goals, a penalty and conversions of tries from James Haskell and debutant centre Manu Tuilagi.
England's next game at Twickenham is a Six Nations clash against Wales in February, by which time Wilkinson could be out of selection range given the Rugby Football Union's intended post-World Cup stance of not selecting foreign-based players.
Of more immediate concern for Johnson was the sight of flanker Moody limping off midway through the second period, nursing what appeared to be a knee problem.
Given Moody's poor injury history, Johnson might already have to consider his World Cup captaincy options. Centre Mike Tindall would be the favourite, closely followed by number eight Nick Easter.
While Moody faces playing an anxious waiting game, Wales back Morgan Stoddart suffered a horror experience, being carried off early in the second-half suffering from what appeared to be a broken left ankle, his World Cup dream seemingly shattered.
Wales started and finished strongly, George North collecting two tries and his fellow wing Shane Williams also crossing, with Rhys Priestland slotting two conversions in front of an 80,000 crowd.
And they can at least have a degree of confidence of turning the tables in next Saturday's Millennium Stadium rematch, having fought back strongly from 20-7 adrift.
Tuilagi, born in Fatausi-Fogapoa, Samoa, qualifies for England on residency, and he underlined why Johnson rates him so highly by producing the telling score of a match high on effort but low on skill.
England wore their contentious World Cup change kit of all black, but they did not come close to impersonating the real All Blacks, favourites to be crowned world champions in New Zealand 11 weeks from now.
There were some eye-catching individual displays - notably from Wilkinson, Haskell and full-back Delon Armitage - yet they never seriously threatened total control on an afternoon that wavered between full-blown Test match and pre-season friendly.
Wales, humiliated 62-5 on their last World Cup warm-up visit to Twickenham four years ago, were light years away from that dreadful surrender, and after shading the try-count 3-2 they might even take greater satisfaction from the encounter than their hosts.
Wales suffered a late injury blow when Stephen Jones, who had been due to become his country's most capped player by making a 101st Test appearance, was ruled out with a calf muscle injury suffered during the warm-up.
It meant full-back Priestland switching to the number 10 shirt on his first international start, with ill-fated Stoddart featuring at full-back and Lloyd Williams - son of former Wales scrum-half Brynmor Williams - drafted on to the bench.
Jones' late withdrawal, though, did not appear to disrupt Wales as they enjoyed a prolific supply of possession and were confident of shipping the ball wide early on.
Wilkinson kicked England into a sixth-minute lead, but Wales bided their time, continued to move through the phases and England eventually ran out of defensive numbers as Stoddart sent North over.
It was a simple try in terms of its execution, and Priestland showed no signed of nerves as he bisected the posts with his touchline conversion attempt.
Wales had not been put under any pressure, yet a searing break by England full-back Delon Armitage suddenly stretched them defensively, and there proved no escape for the visitors.
England did not need a second invitation from an imposing attacking scrum, and it was Haskell who powered over, easily brushing off Wales flanker Dan Lydiate's attempted tackle.
Wilkinson added the extras, giving England a 10-7 advantage, before a trademark drop-goal left Wales six points behind at the break.
England came out firing in the second period, and it took them just five minutes to prise open Wales' defence, courtesy of an exquisite Wilkinson offload that freed Tuilagi.
And the Leicester powerhouse required no second invitation, powering through three attempted tackles to touch down between the posts just minutes before Stoddart was hurt.
But the rest of the second-half belonged to Wales, as Williams and North touched down, underlining how a summer of relentless fitness work - it included two punishing training camps in Poland - had paid dividends.