Wales conceded three soft tries in the first half to hand the initiative to England but in the second half Wales showed great determination, desire and plenty of skill to give the red rose brigade a real fright.
Tyler Morgan and Ellis Wyn Benham scored first half tries for Wales with Daniel Jones adding a conversion and a penalty as Wales trailed 31-15 at the break.
Dillon Lewis scored three minutes after the break to reduce the arrears and with Jnes adding the extras, there was only nine points in it but England seemed to have wrapped up matters with a penalty and further try to shoot out to a 39-22 lead but Wales wouldn't roll over.
Benham scored his second try of the match before Joe Thomas got in on the act six minutes from time. With Jones's conversion, Wales were just five points short of England, but time conspired against them as the red rose brigade held out.
Wales have played USA and France already in the Wellington Festival before they played England in a one-off Test on Wednesday, before resuming their festival fixtures this afternoon against England South U16.