Stuart Lancaster has made five changes to his starting line-up, most among the back division, for the second Test against New Zealand.
Having welcomed back 15 players from Premiership finalists Northampton Saints and Saracens, Lancaster has resisted the urge to tinker too much with the team that pushed the All Blacks all the way in the opener at Eden Park.
In the only change to the pack that bullied the Blacks in the first Test, Tom Wood replaces James Haskell at blindside flank.
The backline has a very different look about it, with a number of positional as well as personnel changes. Danny Care starts having missed the first Test through injury, while Farrell will replace the impressive Freddie Burns outside of him. Lancaster has opted for a new centre combination, with Billy Twelvetrees and Luther Burrell resuming their Six Nations partnership.
This means Manu Tuilagi will start on the right wing, setting up a colossal clash with Julian Savea. Marland Yarde has meanwhile, been switched to the opposite flank.
The bench has been bolstered by the likes of Billy Vunipola, Chris Ashton, Courtney Lawes and Dylan Hartley, all of whom are capable of making a significant contribution later on in the match.
England – 15 Mike Brown, 14 Manu Tuilagi, 13 Luther Burrell, 12 Billy Twelvetrees, 11 Marland Yarde, 10 Owen Farrell, 9 Danny Care, 8 Ben Morgan, 7 Chris Robshaw (c), 6 Tom Wood, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler.
Subs: 16 Dylan Hartley, 17 Matt Mullan, 18 Kieran Brookes, 19 Courtney Lawes, 20 Billy Vunipola, 21 Ben Youngs, 22 Freddie Burns, 23 Chris Ashton.