Manu Tuilagi scored on debut as England struggled past a dogged Welsh team at Twickenham 23-19, but injuries to Morgan Stoddart and Lewis Moody put both players' World Cup dreams in doubt.
Samoan-born centre Tuilagi scored just after the break as England took a 20-7 lead before tries from Shane Williams and George North made for an exciting finish.
Wales had been dealt an early blow as Stephen Jones was ruled out moments before kick-off with a calf injury forcing Scarlets teammate Rhys Priestland to switch to his preferred fly-half role on his first start, Stoddart coming in at full-back.
James Haskell offered Jonny Wilkinson the chance to open the scoring as he pounced on an isolated Dan Lydiate, who failed to release, and the returning fly-half duly obliged to put England in front.
But Warren Gatland’s side showed their attacking intent when they turned down three points to kick for the corner and that decision paid dividends after 14 phases as North collected the ball from Stoddart and crossed in the right corner, Priestland adding the extras to make the score 7-3 midway through the half.
England nearly got their first try when Delon Armitage counter-attacked running 50m before being hauled down by Stoddart.
But after Wales failed to deal with the ensuing line-out, England were awarded a 5m scrum where Haskell showed his credentials at No. 8, picking and driving over the line despite the attentions of Shane Williams, Wilkinson making it 10-7 with the conversion.
And after dominating without reward just before half-time, Wilkinson took the decision to put more points on the board, slotting a drop goal from in front to make it 13-7 at the break.
England came flying out of the blocks after the break and debutant Tuilagi showed why he has caused such a stir bursting through the tackle off Stoddart to go under the posts.
And Stoddart’s day went from bad to worse as he was stretchered from the field with a knee injury after a collision with Armitage that could rule him out of the World Cup.
But despite looking jaded Wales bounced back with Shane Williams leaving Mark Cueto for dead to score in the corner, Priestland this time missing the conversion to make it 20-12.
On the hour it was England’s turn to worry about their captain Moody who left the field with a knee injury as Wilkinson slotted a second drop goal.
Wales came back to within four points after captain Sam Warburton made a magnificent break before North was fed to go over for his second, Priestland’s conversion making it 23-19 but England held on for a win in their first World Cup preparation match.