Carl Fearns and Lee Mears will come up against Bath Rugby teammate Stephen Donald on Sunday as they run out for England against the Barbarians in the Killik Cup, kick-off 2.30pm.
Fearns comes into the back row to take the openside flanker role, whilst Mears is named on the bench.
In a backline of Ben Foden, Chris Ashton, Brad Barritt and Lee Dickson, Owen Farrell moves to inside centre and Charlie Hodgson returns at No 10. London Wasps flier Christian Wade – second highest try scorer in the Aviva Premiership this season (nine in 15 games) – gets his chance on the left wing.
Dylan Hartley and Mouritz Botha, who started against Ireland in the final game of the Six Nations, are named, while Phil Dowson captains the side from the back row alongside Exeter Chiefs' Tom Johnson and Fearns.
England Head Coach Stuart Lancaster said: "We are treating this as a very important game for setting the foundations for the tour. The players have been excellent this week and have been fully focused as we are looking to build on the momentum of the Six Nations. This is a really important milestone in our preparation for South Africa.
"With the Leicester and Harlequins players unavailable it's a great opportunity for those other players involved in the Six Nations to lead the way. Some of the younger players have a chance to put a marker down and get their first taste of international rugby such as Christian Wade on the wing, Joe Launchbury, Alex Goode and Jonathan Joseph on the bench. Being able to name a back line very similar to the Six Nations and the strength we have in the forwards with the likes of Tom Johnson and Carl Fearns, who played in this game last year, is a real positive.
"The support we had at Twickenham against Wales and Ireland was fantastic and we can't wait to get back there. The Barbarians have a really strong team packed with talent and experience and having been involved in this fixture before I know it will be a great occasion."
England v Barbarians
15 Ben Foden (Northampton Saints)
14 Chris Ashton (Northampton Saints)
13 Brad Barritt (Saracens)
12 Owen Farrell (Saracens)
11 Christian Wade (London Wasps)
10 Charlie Hodgson (Saracens)
9 Lee Dickson (Northampton Saints)
1 Matt Stevens (Saracens)
2 Dylan Hartley (Northampton Saints)
3 Paul Doran Jones (Northampton Saints)
4 Mouritz Botha (Saracens)
5 Tom Palmer (Stade Francais)
6 Tom Johnson (Exeter Chiefs)
7 Carl Fearns (Bath Rugby)
8 Phil Dowson (capt, Northampton Saints)
16 Lee Mears (Bath Rugby)
17 Matt Mullan (Worcester Warriors)
18 Joe Launchbury (London Wasps)
19 Jamie Gibson (London Irish)
20 Richard Wigglesworth (Saracens)
21 Jonathan Joseph (London Irish)
22 Alex Goode (Saracens)
Clubs as at May 25
Tickets for the Killik Cup, England v Barbarians are available, from £25 for adults and £10 for children. Visit rfu.com/tickets to buy now or visit the Ticket Office at Twickenham Stadium on the day of the game. Booking fees apply and tickets are subject to availability.