Northampton wing Chris Ashton will miss England's second World Cup warm-up match against Wales in Cardiff.
The 24-year-old rolled his ankle in training on Thursday and after sitting out most of Friday's practice, failed a fitness test on Saturday.
Matt Banahan, who also started the 23-19 win over Wales at Twickenham last Saturday, will take his place.
With the Bath winger promoted from the replacements' bench, Delon Armitage comes into the match-day 22.
Manager Martin Johnson had indicated on Friday that if there was any question mark over Ashton's fitness, they would not take any risks given the proximity of the World Cup.
Banahan's elevation means the England will now have three of the same starting line-up as last Saturday, with wing Mark Cueto and prop Alex Corbisiero also retained.
Gloucester centre Mike Tindall returns to captain the side after Lewis Moody sustained a fresh knee injury at Twickenham.
Ben Foden, Shontayne Hape and Toby Flood also return to the backline, while Richard Wigglesworth starts his first Test since 2008 at scrum-half with Ben Youngs still short of fitness.
Hooker Steve Thompson and prop Dan Cole come into the front row, Louis Deacon and Courtney Lawes team up in the second row, while Tom Wood, Hendre Fourie and Nick Easter form a new back-row trio.
Corbisiero limped off at Twickenham on Saturday but is fit to start again at loose-head, with Andrew Sheridan still on the way back from shoulder surgery. Thompson has a chance to put pressure on Dylan Hartley for the starting hooker's berth.
Lawes is back for his first Test since last autumn after missing the Six Nations through injury, and recovering from a neck injury sustained during a behind-closed-doors warm-up match.
"Someone said the other day that when he's playing you can hear it - when he hits players there's a distinctive noise," said Johnson. "He's got a level of aggression about him and intensity.
"He's probably the most athletic second row I've seen in terms of pace around the field. He gives you some real line-speed, he can hit very hard and he carries the ball very well. He's a pretty instinctive rugby player as well."
With last Saturday's captain Moody unavailable, South Africa-born Fourie has a chance to cement a World Cup spot as the only out-and-out open-side specialist.
It will be the Sale flanker's second Test start, having won the rest of his six caps to date off the bench. His selection ahead of Harlequins' Chris Robshaw suggests Fourie is favoured to claim the final back-row spot in the World Cup squad, to be announced on Monday, 22 August.
Saturday is the last day for players to shine before Johnson finalises his 30-man party.
Of the 40 players still fighting over spots, none of wing Ugo Monye, scrum-half Joe Simpson, props Tim Payne and Paul Doran-Jones, or flanker Robshaw have featured in either of the first two warm-up Tests, suggesting they could be among those to miss out.
Monye, Payne and Doran-Jones have been released to play in pre-season games for their clubs this weekend, though they remain in World Cup contention.
England complete their warm-up programme against Ireland in Dublin on 27 August. Their opening World Cup match is against Argentina on 10 September.
England team: Ben Foden (Northampton); Chris Ashton (Northampton), Mike Tindall (Gloucester, capt), Shontayne Hape (London Irish), Mark Cueto (Sale); Toby Flood (Leicester), Richard Wigglesworth (Saracens); Alex Corbisiero (London Irish), Steve Thompson (Wasps), Dan Cole (Leicester); Louis Deacon (Leicester), Courtney Lawes (Northampton); Tom Wood (Northampton), Hendre Fourie (Sale), Nick Easter (Harlequins).
Replacements: Lee Mears (Bath), Matt Stevens (Saracens), Tom Palmer (Stade Francais), James Haskell (Ricoh Black Rams), Danny Care (Harlequins), Charlie Hodgson (Saracens), Matt Banahan (Bath).