Mike Tindall will captain an England side featuring 13 changes in Saturday's Rugby World Cup warm-up international against Wales at the Millennium Stadium.
The Gloucester centre, who captained England for the first time against Wales at the start of their Six Nations title campaign, takes over the leadership reins from the Lewis Moody.
England manager Martin Johnson has rotated his squad ahead of his final 30-man World Cup squad selection on August 22.
Sale wing Mark Cueto and London Irish loosehead prop Alex Corbisiero are the only two players retained in the starting line-up from last week's 23-19 victory over Wales at Twickenham.
"Last weekend's match was hugely competitive and we expect more of the same as we prepare to travel to the Millennium Stadium," said Johnson.
"We took a lot out of Saturday's game and this weekend gives the selected players their opportunity and a chance for us to improve our overall performance."
Ben Foden and Chris Ashton join Cueto to form England's first-choice back three while Tindall will be partnered by Shontayne Hape in midfield.
Toby Flood reclaims the fly-half jersey from Jonny Wilkinson while Richard Wigglesworth gets his chance to press his World Cup selection claims at scrum-half.
In the pack, Hendre Fourie will make only his second Test start at openside flanker and his performance will be watched particularly closely by the England management following Moody's knee injury last weekend.
Tom Wood and Nick Easter complete the back row while Courtney Lawes has recovered from a neck injury to start at lock alongside Louis Deacon.
Corbisiero limped off last Saturday with a calf problem but he is fit to pack down alongside tighthead Dan Cole and hooker Steve Thompson.
Cueto's retention suggests Ugo Monye's hopes of World Cup selection have faded. Props Paul Doran-Jones and Tim Payne, scrum-half Joe Simpson and loose-forward Chris Robshaw will also have played no part in either Wales fixture.
Andrew Sheridan and Ben Youngs have not appeared either but both are returning from summer surgery.
England team to play Wales at the Millennium Stadium on Saturday, August 13 (kick-off 2.30pm):
B Foden (Northampton); C Ashton (Northampton); M Tindall (Gloucester, captain), S Hape (London Irish), M Cueto (Sale); T Flood (Leicester), R Wigglesworth (Saracens); A Corbisiero (London Irish), S Thompson (Wasps), D Cole (Leicester), L Deacon (Leicester), C Lawes (Northampton), T Wood (Northampton), H Fourie (Sale), N Easter (Harlequins).
Replacements: L Mears (Bath), M Stevens (Saracens), T Palmer (Stade Francais), J Haskell (Black Rams), D Care (Harlequins), C Hodgson (Saracens), M Banahan (Bath).