Wasps prop Tim Payne will make his England debut in Saturday's clash against Australia at the Suncorp Stadium.
Payne, 25, has been drafted into the England side after World Cup winner Trevor Woodman failed to recover from a shoulder injury.
But centre Mike Tindall and flanker Richard Hill have both been passed fit after picking up knocks during last weekends 36-12 defeat against New Zealand.
Paynes promotion is one of two changes from Auckland; Mike Catt is reinstated as Tindalls midfield partner, with Wasps centre Stuart Abbott ruled out by a shoulder injury.
Abbott has already flown home, and will undergo minor surgery this weekend.
Catt, one of four World Cup stars axed following the first Test drubbing by New Zealand in Dunedin, will win his 65th cap.
England are otherwise unchanged as they target their sixth successive victory over Australia since losing the 1999 Centenary Test.
Lock Simon Shaw, sent off after 11 minutes against the All Blacks and then cleared by a three-man disciplinary panel, retains his place in a team that features just five members of Englands World Cup final starting XV - Tindall, Hill, Josh Lewsey, Ben Cohen and Lawrence Dallaglio.
Payne, whose career included spells with Bristol and Cardiff before he joined Wasps, started the European Cup and English Premiership finals last month after deputising for an injured Craig Dowd.
He was not an original England selection to tour Down Under, but travelled because of an injury concern surrounding Baths David Flatman.
Payne would have given himself little chance of winning a cap when he left England three weeks ago.
England head coach Sir Clive Woodward said: I would like to congratulate Tim. He has had a tremendous season with Wasps, and this is a huge opportunity for him now.
I have every confidence that he will step up to the mark on Saturday. In many ways, he will feel in very familiar surroundings as he will be playing alongside his fellow Wasps players Lawrence Dallaglio, Joe Worsley and Simon Shaw (in the pack).
Sadly for Trevor, his injury has persisted, but Tim now has this exciting chance.
Woodward has also made three changes on the bench, calling up Northampton hooker Steve Thompson and Leicester forward Martin Corry, while he will make a decision on prop back-up between Will Green and Mike Worsley.
Englands marathon 44-week season reaches its conclusion this weekend, when they play their 18th Test match in 10 months.
England team to play Australia at Suncorp Stadium, Brisbane on Saturday:
J Lewsey (Wasps); T Voyce (Wasps), M Catt (London Irish), M Tindall (Bath), B Cohen (Northampton); C Hodgson (Sale Sharks), A Gomarsall (Gloucester); T Payne (Wasps), M Regan (Leeds), J White (Leicester), S Shaw (Wasps), S Borthwick (Bath), J Worsley (Wasps), R Hill (Saracens), L Dallaglio (Wasps, capt).
Replacements: S Thompson (Northampton), W Green (Wasps)/M Worsley (Harlequins), M Corry (Leicester), M Lipman (Bath), M Dawson (Wasps), F Waters (Wasps), O Barkley (Bath).