Delon Armitage will start on the wing in England's opening Rugby World Cup match against Argentina on Saturday after Mark Cueto was ruled out.
Sale's Cueto has been struggling with a back problem since he was forced off after 21 minutes of England's warm-up game against Ireland last month.
London Irish full-back Armitage will make his first Test start on the wing.
Nick Easter returns at number eight and Mike Tindall captains the team from inside centre alongside Manu Tuilagi.
Delon has been around for a few years now, we know when he is in form he is a Test match playerEngland manager Martin Johnson
Jonny Wilkinson gets the nod at fly-half with Toby Flood on the bench.
Easter had been withdrawn from last month's Ireland match as a precaution, and he will team up in the back row with James Haskell at openside flanker and Tom Croft on the blindside.
England captain Lewis Moody had already been been ruled out of the Pool B match after failing to recover from a knee ligament injury in time.
"Mark's had a little bit (of back trouble) before but he could have played," said England manager Martin Johnson.
"There's a grey area between fit and injured in where most players sit all of the time. He trained fully all week but he's not quite where he needs to be - but the good things for us is Delon is playing very well.
"It's quite a simple decision. Delon has been around for a few years now, we know when he is in form he is a Test match player. We've no qualms about picking him in any of the back three positions."
England: Ben Foden, Chris Ashton, Manu Tuilagi, Mike Tindall (captain), Delon Armitage, Jonny Wilkinson, Richard Wigglesworth, Andrew Sheridan, Steve Thompson, Dan Cole, Louis Deacon, Courtney Lawes, Tom Croft, James Haskell, Nick Easter.
Replacements: Dylan Hartley, Matt Stevens, Tom Palmer, Tom Wood, Ben Youngs, Toby Flood, Matt Banahan.