England coach Eddie Jones has sprang a surprise by naming Mark Wilson at number eight for Saturday's clash against South Africa as he opted for a new-look backrow combination boasting only six international starts between them.
With regular number eight Billy Vunipola injured and Nathan Hughes suspended, former Wallabies coach Jones had been expected to go for uncapped Zach Mercer, who was instead named among the replacements as tough-tackling Wilson wins his fifth cap and his second start.
Brad Shields wins his third cap at blindside with four-cap Tom Curry, impressive in the 2-1 series defeat against the Springboks, keeping the No.7 shirt.
As expected, Owen Farrell will start at flyhalf, with Ben Te'o, who has played only 25 minutes of club rugby this season, and Henry Slade outside him and George Ford on the bench.
Dylan Hartley, co-captain with Farrell, returns at hooker alongside props Kyle Sinckler and Alec Hepburn.
Elliot Daly is fullback with Jonny May and Jack Nowell claiming the wing berths as Chris Ashton failed to make the matchday squad.
Manu Tuilagi, who last played for England in 2016 and who has endured a wretched four-year run of injuries, is named on the bench along with uncapped prop Ben Moon.
England, who have lost five of their last six full tests, take on New Zealand, Japan and then Australia after Saturday's match, all at Twickenham.
Meanwhile, South Africa will welcome back Duane Vermeulen and Warren Whiteley to form a new backrow with captain Siya Kolisi for Saturday's showdown in London.
No. 8 and former captain Whiteley has recovered from a groin injury which kept him out of their last two tests.
Vermeulen missed the entire Rugby Championship after signing with Kubota Spears in Japan. His return has allowed Pieter-Steph du Toit to move from the openside flank to lock with provincial partner Eben Etzebeth, in the absence of Franco Mostert.
Among the seven other changes from the team which lost to the All Blacks 32-30 four weeks ago in Pretoria, fullback Damian Willemse will make his first start, scrumhalf Ivan van Zyl will make his second, and reserve lock Lood de Jager could make his first appearance this year after an injury layoff.
England: Elliot Daly, Jack Nowell, Henry Slade, Ben Te'o, Jonny May, Owen Farrell (co-capt), Ben Youngs; Alec Hepburn, Dylan Hartley (co-capt), Kyle Sinckler, Maro Itoje, George Kruis, Brad Shields, Tom Curry, Mark Wilson. Reps Jamie George, Ben Moon, Harry Williams, Charlie Ewels, Zach Mercer, Danny Care, George Ford, Manu Tuilagi.
South Africa: Damian Willemse, Sbu Nkosi, Jesse Kriel, Damian de Allende, Aphiwe Dyantyi, Handre Pollard, Ivan van Zyl, Warren Whiteley, Duane Vermeulen, Siya Kolisi (capt), Pieter-Steph du Toit,-Eben Etzebeth, Frans Malherbe, Malcolm Marx, Steven Kitshoff. Reps: Bongi Mbonambi, Thomas du Toit, Wilco Louw, RG Snyman, Lood de Jager, Embrose Papier, Elton Jantjies, Andre Esterhuizen.
