Leicester centre Manu Tuilagi will make his England debut against Wales in the World Cup warm-up international at Twickenham on Saturday.
Prop Matt Stevens returns for the first time since being banned after testing positive for cocaine in 2009.
Jonny Wilkinson will start at fly-half, with flanker Lewis Moody named captain.
England manager Martin Johnson is currently working with a group of 40 players and must finalise his 30-man World Cup squad on 22 August.
"All these guys have got an opportunity," said Johnson. "We wouldn't have put people out there if they didn't have a chance of being in the final 30. We've got a pretty deep squad, we could put out another 15 equally as strong."
Tuilagi missed the last five weeks of the club season having been suspended for punching England team-mate Chris Ashton, but the Samoan-born 20-year-old has impressed during England's six-week training camp.
"I'm really proud to be winning my first cap," said Tuilagi.
"There is a lot of competition for places and I just want to take this chance and do the best I can for the team. The boys have worked hard during the camp but now we have to perform against Wales."
Johnson said: "He played very impressively in the Premiership last year and with the Saxons, and he's trained very well here. He's very coachable and, even though he is still a young man and a relatively inexperienced player, he looks the part. He's improved session by session and we felt he deserved the opportunity to start."
Asked if discipline was a worry following Tuilagi's suspension, Johnson added: I don't think so. It was one incident in the whole season and that's all people want to talk about, but he played some very good rugby in the Premiership and in Europe last season."
He will form a centre partnership with Riki Flutey, making his first appearance since the 2010 Six Nations along with Delon Armitage at full-back, and Matt Banahan gets a run out on the wing.
Danny Care starts at scrum-half in the absence of the injured Ben Youngs, while the uncapped duo of 21-year-old Gloucester winger Charlie Sharples and Saracens lock Mouritz Botha are on the bench.
Moody missed the Six Nations title campaign with knee ligament damage and only returned to action with his club Bath at the end of April.
"He was hugely frustrated to miss the Six Nations and he's been outstanding as a player and a leader since coming back, and it will be good to see him back on the field," said Johnson.
He added: "You can only keep training on the edge for so long, now it's time to play. They looked really sharp in training this morning, they look ready to get their game heads on."
England team to play Wales: D Armitage (London Irish); M Banahan (Bath Rugby), M Tuilagi (Leicester Tigers), R Flutey (London Wasps), M Cueto (Sale Sharks); J Wilkinson (Toulon), D Care (Harlequins); A Corbisiero (London Irish), D Hartley (Northampton Saints), M Stevens (Saracens), S Shaw (Unattached), T Palmer (Stade Francais), T Croft (Leicester Tigers), L Moody (Bath Rugby, capt), J Haskell (Ricoh Black Rams).
Replacements: L Mears (Bath Rugby), D Wilson (Bath Rugby), M Botha (Saracens), T Wood (Northampton Saints), R Wigglesworth (Saracens), C Hodgson (Saracens), C Sharples (Gloucester Rugby).