Bath Rugby full back, Nick Abendanon scored a first half hat-trick and put in a great all round performance as England beat the SA Northern Barbarians 57-31 in Potchefstroom.
Openside flanker, Carl Fearns also impressed with some solid tackling, barnstorming runs and good play at the breakdown to lay down a marker ahead of the third and final test on Saturday.
Substitute Jonny May also touched down twice after coming on to replace Ugo Monye, who was stretchered from the field after being knocked out in first-half incident chasing his own kick.
Fly half Charlie Hodgson scored 17 points and marshalled the game superbly, with England overcoming a difficult third quarter when the Barbarians scored three tries to finish strongly.
Hooker Tom Youngs, making his first senior start, and flanker Carl Fearns stood out for their physicality in the opening half, matching and then raising the intensity the home side threw at them.
The Barbarians broke the deadlock with a penalty from full back JC Roos after a scuffle between centres JW Jonker and Jordan Turner-Hall showed the level of passion and commitment on display from both sides.
England replied almost immediately with a Hodgson penalty but fell behind again when No.8 Nicky Steyn offloaded to set Joubert Engelbrecht bursting down the left for a fine try that was also converted.
But Abendanon, who only joined the tour last Tuesday, steadied the ship with his first of the evening and Turner-Hall then held off a challenge to set up Ben Morgan, one of two players in action who had appeared in the second Test against the Springboks at the weekend.
However, England's delight at surging into the lead was quickly tempered when Monye was knocked unconscious before he hit the ground after attempting to tackle scrum half Shaun Venter in the 27th minute. The Harlequins wing was taken to hospital for precautionary scans on his neck but he is fine and was able to meet his teammates on their return to the hotel.
Then Bath Rugby full back Abendanon first rounded off a slick move under the posts and then pounced on a loose ball after a May showed electric pace to chase down his own kick and pressurise and force the covering defender into a mistake to get his hat-trick. Hodgson was solid with the boot throughout and the score was 31-10 at the break.
Yet the Barbarians came out impressively at the start of the second half, with Venter going over from close range twice in quick succession.
With Roos' second conversion cutting the gap to seven points and Jamie Gibson sitting in the sin-bin for a tackling a man without the ball, England could have wobbled.
May, though, forced his way through two defenders to finish in the corner and open up some breathing space again, and his second from close range put paid to the home team's comeback bid.
Anthony Allen, who was involved in many of England's best attacking moves, went over for a deserved try after a strong run from replacement scrum half Karl Dickson before wing Deon Scholtz scored the Barbarians' fourth with a breakaway effort.
England's pack forced a penalty try with the final play of the game, the Barbarians unable to cope with the pressure injected by front row replacements Joe Gray and Rupert Harden.