The Gwent outfit, who narrowly missed out on a play-off place last season, fielded a different side in either half and had the luxury of being able to call on a number of Newport Gwent Dragons players.
Ross Wardle, Jason Tovey and Sam Parry were just three regional men to get a second half run out as they helped Steve Law's men to a narrow win.
The first half saw nine new faces in Law's starting XV. Both sides huffed and puffed but it was the respective defences who were on top, Bedwas scoring the only try of the half through No. 8 Phil Rees after just 12 minutes.
The conversion attempt was missed and although sides had opportunities to score, the score after a rather frustrating first period was 5-0 to the home side.
The second half saw the introduction of the likes of Wardle and Tovey and with several Dragons players in their ranks, Bedwas would have been hoping to pull further clear.
And although both sides continued to give it all upfront, it was Henley who got the first score of the half through a well worked try on 58 minutes from Will Woodward. Elliott Markham's conversion then put Henley ahead.
Despite falling behind, the home side knew they had the talent to come back and they were soon rewarded.
When the time came it was Wardle who made the difference, his try after 75 minutes following good work from James Thomas.
Tovey successfully added the conversion and Bedwas held on for victory.
Bedwas' next fixture sees them take on Bargoed RFC at the Bridge Field on Wednesday, August 21. Kick-off is at 7.00pm.