Ben Youngs and Courtney Lawes will make their first starts for England after manager Martin Johnson made two changes for Saturday's second Test against Australia.
Leicester scrum-half Youngs has replaced Danny Care after making a lively impression off the bench in England's 27-17 defeat to the Wallabies.
Lawes, the athletic Northampton lock, takes over in the second row from veteran Simon Shaw, who played last week as if the years are beginning to catch up on him.
Both Youngs and Lawes will bring a level of dynamism to the England side after they paid the price for a lack of pace and penetration in the first Test.
Much to the surprise of the Australians, Johnson has resisted the temptation to bring Jonny Wilkinson back into the team and stuck by fly-half Toby Flood and inside centre Shontayne Hape.
Mike Tindall has recovered from a dead leg to be named at outside centre but there is no place in the 22-man squad for Mathew Tait, whose seat on the bench has been taken by Delon Armitage.
Johnson said: "This is a great opportunity for Ben, who has been with us since the middle of the Six Nations - the same for Courtney.
"Ben brings something different to Danny but it is not a reflection on Danny's performance. It is just an opportunity to get Ben on the field.
"It is a tough call on Danny, who has not done anything particularly wrong. Simon Shaw certainly hasn't done anything wrong but Courtney Lawes has really stepped up in the last few weeks since we have been together.
"He is very athletic and gets around the field and is very aggressive."
England dominated the scrum last week to win two penalty tries - but the defence was porous, the kicking game poor and they could not match Australia's slick attacking runners.
The Wallabies have been boosted by the return of scrum-half Will Genia and inside centre Matt Giteau.
Johnson admitted there was a temptation to bring Wilkinson back into the side, particularly for his goal-kicking expertise in the expectation of the England scrum dominating again.
"There is always a rationale for playing Jonny but we are happy with what we have got with Toby," said Johnson.
"We can't give them that many shots. They are a good team and they will get something on us but we made it too easy for them last week.
England have called Saracens centre Brad Barritt into the squad as cover for Dominic Waldouck, who is struggling with an ankle injury, and suspended winger Matt Banahan.
England team to play Australia in Sydney on Saturday, June 19; kick-off 11am BST:
B Foden (Northampton); M Cueto (Sale Sharks), M Tindall (Gloucester), S Hape (Bath), C Ashton (Northampton); T Flood (Leicester), B Youngs (Leicester); T Payne (Wasps), S Thompson (Brive), D Cole (Leicester), C Lawes (Northampton), T Palmer (Stade Francais), T Croft (Leicester), L Moody (Leicester, capt), N Easter (Harlequins).
Replacements: G Chuter (Leicester), D Wilson (Bath), S Shaw (Wasps), J Haskell (Stade Francais), D Care (Harlequins), J Wilkinson (Toulon), D Armitage (London Irish).
Australia team to play England in the second Test on Saturday, June 19; kick off 1100:
J O'Connor (Western Force); D Mitchell (NSW Waratahs), R Horne (NSW Waratahs), M Giteau (ACT Brumbies), D Ioane (Queensland Reds); Q Cooper (Queensland Reds), W Genia (Queensland Reds); B Daley (Queensland Reds), S Faingaa (Queensland Reds), S Ma'afu (ACT Brumbies), D Mumm (NSW Waratahs), N Sharpe (Western Force), R Elsom (ACT Brumbies, captain), D Pocock (Western Force), R Brown (Western Force).
Replacements: H Edmonds (ACT Brumbies), J Slipper (Queensland Reds), M Chisholm (ACT Brumbies), M Hodgson (Western Force), L Burgess (NSW Waratahs), B Barnes (NSW Waratahs), A Ashley-Cooper (ACT Brumbies).