Stuart Lancaster's men had looked in danger of being on the end of a hiding as the rampant Springboks ran in three tries in a horribly one-sided opening quarter.
But having trailed 25-10 at the break, England regrouped impressively in the second half and forced their way back into contention as Ben Youngs scored two quick-fire tries around the hour mark.
They were within four points as the game entered the final ten minutes, but a late JP Pietersen try finally killed off their hopes as South Africa sealed a hard-fought success.
Full report to follow...
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The Barbarians are one of the top invitational rugby sides with a long history and classic rugby jersey.
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The Lions are ready to get their Australia tour underway. They arrive in Perth on Monday.
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