England coach Eddie Jones has opted to rest Manu Tuilagi for Thursday's World Cup match against the United States.
Jones has made 10 changes to the line-up that beat Tonga 35-3 in their Pool C opener in Sapporo, as the Australian looks to give his entire squad a run just two games in.
Skipper Owen Farrell has been dropped to the bench with only fullback Elliot Daly, five-eighth George Ford, No.8 Billy Vunipola, flanker Tom Curry and prop Joe Marler retaining their places in the run on side.
Dan Cole, Luke Cowan Dickie and Marler make up the front row with Joe Launchbury and George Kruis playing in an all-new second row.
Willi Heinz gets the nod at halfback while Piers Francis and Jonathan Joseph will form the midfield.
Joe Cokanasiga, who has been struggling with a knee injury, and Ruaridh McConnochie will play on the wings.
"It is our best 23 and we have looked at some players that would benefit not playing in this game so have kept them out of the 23," said Jones.
"But it is a great opportunity for another set of players to do the team proud."
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With the United States playing their first game of the tournament while England have a four-day turnaround, Jones was expecting a physical test.
"USA are a tough, physical team who are extremely well coached by Gary Gold," he added.
"They have prepared two weeks with the marines for this game so they will be fit, tough and be playing for the pride of their country."
England: 15-Elliot Daly, 14-Ruaridh McConnochie, 13-Jonathan Joseph, 12-Piers Francis, 11-Joe Cokanasiga, 10-George Ford, 9-Willi Heinz, 8-Billy Vunipola, 7-Lewis Ludlam, 6-Tom Curry, 5-George Kruis, 4-Joe Launchbury, 3-Dan Cole, 2-Luke Cowan-Dickie, 1-Joe Marler.
Reserves: 16-Jack Singleton, 17-Ellis Genge, 18-Kyle Sinckler, 19-Courtney Lawes, 20-Mark Wilson, 21-Ben Youngs, 22-Owen Farrell, 23-Anthony Watson.