England fly-half Jonny Wilkinson will miss the defending champions' first World Cup match after twisting his right ankle in training on Tuesday.
Jonny Wilkinson's injury curse has struck once again
England coach Brian Ashton said Wilkinson, 28, had a scan on Tuesday, but no further news on his condition is expected until Wednesday.
Olly Barkley will play in the number 10 shirt against the United States in Lens on Saturday.
Veteran Wasps forward Lawrence Dallaglio will start at number eight.
Captain Phil Vickery is back at tight-head after recovering from the head injury sustained against France in the final warm-up game, while Mike Catt and Jamie Noon will form the centre partnership.
Former Great Britain rugby league captain Andy Farrell is on the bench, alongside ex-England captain Martin Corry.
After landing the drop-goal that won England the 2003 World Cup Wilkinson endured a horrendous run of luck, suffering injuries to his neck, shoulder, biceps, knee ligaments and a kidney.
After that famous night in Sydney he did not pull on an England shirt for over three years, finally returning to action for the world champions against Scotland at the start of the 2007 Six Nations.
Defence coach Mike Ford said nothing could have prevented Wilkinson's latest injury.
"It was a non-contact defence session and Jonny was just unlucky. There was no-one around him - he just jumped out of the way and rolled his ankle," said Ford.
England boss Ashton, whose team face South Africa in a vital pool match on 14 September, said his star fly-half was keeping calm despite the set-back.
"I did speak to Jonny briefly and, as ever, he was very philosophical," said Ashton.
"These things happen in rugby, we just have to get on with it. If I spent all my time worrying about what would happen to certain players, I'd have even less hair than I do now - so I don't."
England's 2003 World Cup-winning coach Sir Clive Woodward told BBC Radio 5live: "It's not a blow if he misses the first game. Arguably, that would have been the right call anyway not to play him in the first game.
"I do think we need him for the South Africa game because that's England's World Cup - if they lose that game it's going to be almost impossible to go all the way."
England have made six changes from the team which lost 22-9 to France in Marseille in their final warm-up game just over two weeks ago.
Dallaglio forms an all-Wasps back row with Joe Worsley and Tom Rees, while Harlequins number eight Nick Easter drops out of the 22-man squad entirely.
Giant Sale prop Andrew Sheridan returns at loose-head while Leicester lock Ben Kay replaces Bath's Steve Borthwick in the second row alongside Simon Shaw.
Fit-again scrum-half Peter Richards comes onto the bench in place of Andy Gomarsall, while Catt and Noon, who played in the first warm-up defeat by France at Twickenham, are the two centres.
The team contains five survivors - Josh Lewsey, Jason Robinson, Vickery, Kay and Dallaglio - from the XV which started for England when they beat Australia in the 2003 final, while Mike Catt came on as a late replacement in Sydney.
Of the players on the bench for Saturday, Lewis Moody was also a late replacement in Sydney, winning the line-out which ultimately led to Wilkinson's drop-goal, while Corry was an unused replacement in the World Cup final.
Ashton revealed that Corry has fully recovered from the knee injury he sustained against France in Marseille and that the back row has been picked purely on merit.
Farrell will be the back-up goalkicker off the bench in Lens, while Wasps winger Lewsey will win his 50th cap.
England: M Cueto (Sale); J Lewsey (Wasps), J Noon (Newcastle), M Catt (London Irish), J Robinson (unattached); O Barkley (Bath), S Perry (Bristol); A Sheridan (Sale), M Regan (Bristol) P Vickery (Wasps, capt), S Shaw (Wasps), B Kay (Leicester), J Worsley (Wasps), T Rees (Wasps), L Dallaglio (Wasps).
Replacements: G Chuter (Leicester), M Stevens (Bath), M Corry (Leicester), L Moody (Leicester), P Richards (London Irish), A Farrell (Saracens), M Tait (Newcastle).