Martin Johnson has reinforced the England pack by making two changes for the Cook Cup international against Australia.
Phil Vickery comes into the side at tight-head prop in place of Matt Stevens, who drops to the bench, while Tom Palmer replaces Nick Kennedy in the second row.
Johnson has brought added bulk on to the bench for Saturday, with Simon Shaw preferred to Kennedy among the replacements.
Shaw’s inclusion is the only change to the 22-man squad that opened Johnson’s coaching reign with a 39-13 victory over the Pacific Islanders at Twickenham last weekend.
Although Mathew Tait has returned to training, Johnson has kept his electric back division intact after their impressive performance against the Islanders.
Full-back Delon Armitage, who was man of the match at Twickenham, winger Ugo Monye and inside centre Riki Flutey will all win their second Test caps.
England’s starting XV features only four of the team that began the World Cup quarter-final victory over Australia last autumn - Vickery, Andrew Sheridan and Nick Easter with Paul Sackey the only surviving back.
Australia hold the Cook Cup following their back-to-back victories over England in June 2006. England last won the trophy in November 2005.
D Armitage (London Irish); P Sackey (Wasps), J Noon (Newcastle), R Flutey (Wasps), U Monye (Harlequins); D Cipriani (Wasps), D Care (Harlequins); A Sheridan (Sale Sharks), L Mears (Bath), P Vickery (Wasps), S Borthwick (Saracens, capt), T Palmer (Wasps), T Croft (Leicester), T Rees (Wasps), N Easter (Harlequins).
D Hartley (Northampton), M Stevens (Bath), S Shaw (Wasps), J Haskell (Wasps), M Lipman (Bath), H Ellis (Leicester), T Flood (Leicester).