Wasps prop Tim Payne will make his England debut in Saturday's clash against Australia.
Payne comes in for the injured Trevor Woodman
The 25-year-old 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.
Payne's promotion is one of two changes from Auckland; Mike Catt is reinstated alongside Tindall to replace Stuart Abbott, who returned home for surgery.
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 featuring just five members of England's 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, was not an original England selection to tour Down Under, but travelled because of an injury concern surrounding Bath's David Flatman.
Subsequent injuries to Woodman and Matt Stevens, who damaged knee ligaments during the All Blacks series, have given the Swindon-born loosehead his big opportunity.
"I would like to congratulate Tim. He has had a tremendous season with Wasps, and this is a huge opportunity for him now," said England head coach Sir Clive Woodward.
LAST FIVE MEETINGS
Nov 03: Aus 17-20 Eng
Jun 03: Aus 14-25 Eng
Nov 02: Eng 32-31 Aus
Nov 01: Eng 21-15 Aus
Nov 00: Eng 22-19 Aus
"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 Friday between Will Green and Mike Worsley for prop back-up.
England: J Lewsey; T Voyce, M Catt, M Tindall, B Cohen; C Hodgson, A Gomarsall; T Payne, M Regan, J White, S Shaw, S Borthwick, J Worsley, R Hill, L Dallaglio (captain).
Replacements: S Thompson, W Green or M Worsley, M Corry, M Lipman, M Dawson, F Waters, O Barkley.