England boss Sir Clive Woodward has wielded the axe for Saturday's Test against New Zealand at Eden Park.
Four World Cup winners - Mike Catt, Matt Dawson, Steve Thompson and Danny Grewcock - have all been dropped following the 36-3 drubbing in Dunedin last weekend.
Centre Catt, hooker Thompson and flanker Chris Jones miss out completely, not even gaining places on the bench, where uncapped forwards Andy Titterell and Michael Lipman both feature.
Woodward has made six changes in total, which reflects his annoyance with a result that was England's worst defeat for six years.
Three of those switches are in the back division, where wing Tom Voyce replaces James Simpson-Daniel for his first Test match start three years after a solitary previous appearance as a replacement against USA.
Voyce's Wasps team-mate Stuart Abbott ousts Catt and Gloucester scrum half Andy Gommarsall takes over from an out-of-sorts Dawson.
In the pack, Leeds hooker Mark Regan replaces Thompson, whose poor line-out throwing has made England's line-out a major problem area.
It will be 32-year-old Regan's first game in an England starting XV since he featured against Samoa during the World Cup.
Steve Borthwick is preferred to his Bath second row colleague Grewcock, and in-form Wasps flanker Joe Worsley gets the nod above Jones.
There are six members of Wasps' European Cup and English Premiership-winning team in the starting line-up as England look to level the series following their Carisbrook calamity.
England team to play New Zealand in the second Test in Auckland on Saturday: J Lewsey (Wasps); T Voyce (Wasps), M Tindall (Bath), S Abbott (Wasps), B Cohen (Northampton); C Hodgson (Sale), A Gomarsall (Gloucester); T Woodman (Sale Sharks), M Regan (Leeds), J White (Leicester), S Shaw (Wasps), S Borthwick (Bath), J Worsley (Wasps), Arthur Richard Hill (Saracens), L Dallaglio (Wasps, capt).
Replacements: A Titterell (Sale Sharks), M Stevens (Bath), D Grewcock (Bath), M Lipman (Bath), M Dawson (Northampton), O Barkley (Bath), F Waters (Wasps).