England manager Martin Johnson has handed the captaincy reins to Mike Tindall ahead of this weekend's clash with Wales in Cardiff.
Capped 70 times for his country, the Gloucester centre, who first led England at the Millennium Stadium in this year's Six Nations, is one of 13 changes made to the starting XV that secured a 23-19 victory over Wales at Twickenham last weekend.
Only Alex Corbisiero and Mark Cueto reappear as Johnson rotates his squad ahead of World Cup selection.
Richard Wigglesworth gets the nod at No.9, partnering Toby Flood in a backline which otherwise replicates the combination that started all but one match in England's successful 2011 Six Nations campaign.
Tom Wood, who won his first cap in England's 26-19 win over Wales back in February, joins Hendre Fourie and Nick Easter in a back row playing together for the first time. Fourie collects his second England start and wins his first cap away from home.
Looking ahead to the game Martin Johnson said: "Last weekend's match was hugely competitive and we expect more of the same as we prepare to travel to the Millennium Stadium.
"We took a lot out of Saturday's game and this weekend gives the selected players their opportunity and a chance for us to improve our overall performance."
England: 15 Ben Foden, 14 Chris Ashton, 13 Mike Tindall (captain), 12 Shontayne Hape, 11 Mark Cueto, 10 Toby Flood, 9 Richard Wigglesworth, 8 Nick Easter, 7 Hendre Fourie, 6 Tom Wood, 5 Courtney Lawes, 4 Louis Deacon, 3 Dan Cole, 2 Steve Thompson, 1 Alex Corbisiero.
Replacements: 16 Lee Mears, 17 Matt Stevens, 18 Tom Palmer, 19 James Haskell, 20 Danny Care, 21 Charlie Hodgson, 22 Matt Banahan.
Date: Saturday, August 13
Venue: Millennium Stadium, Cardiff
Kick-off: 14.30 (13.30 GMT )
Referee: Alain Rolland (Ireland)
Assistant referees: Mathieu Raynal (France), Simon McDowell (Ireland)
TMO: Jim Yuille (Scotland)
Gilbert has released a new line of rugby cleats. The Gilbert Virtuo 8S is part of the exciting new product. Check it out.
The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
The Nike Tiempo is a solid rugby cleat and one of few styles still made from full-grain natural leather.
The Gilbert Blitz 8S rugby cleat is a great cleat at a great price of $69.99. Get a new pair of cleats today.
A cool looking all black rugby cleat with the high performance adidas is known for. Get in the Gear!
Wear the crest of the British and Irish Lions on your t-shirt. A great look for the summer.
The All Blacks Performance t-shirt is black with hints of blue from the training jersey. Very Cool.
The New Zealand All Blacks training jersey for 2013/14. Get in the Gear!
The USA Rugby Pro Alternate rugby jersey is perfect for any fan of the Eagles. Get yours to wear during the summer Test matches.
The NEW All Blacks 2013/14 jersey has arrived at World Rugby Shop. Dare to wear the colors of the All Blacks.