Eddie Jones has handed debuts to two backline players as England look to bounce back from their series-opening defeat by Australia in the second Test in Brisbane on Saturday.
Tommy Freeman (wing) and Guy Porter (outside centre) will make their first appearances for England, replacing Joe Cokanasiga and Joe Marchant, respectively.
At scrumhalf, Jack van Poortvliet will make his first start for England, after scoring a try coming on as a finisher last weekend, with Danny Care dropping to the bench.
In the only change to the forward pack, Sam Underhill is at openside flank, coming in for the injured Tom Curry.
Jones has opted for a six-two split between forwards and backs on the bench, with Jack Willis providing extra cover at loose forward.
“We have decided to make changes in our backline, they were tough calls but we feel they will strengthen the team. There are opportunities to attack against Australia which we can take,” said Jones.
“We have had solid preparation this week and are looking forward to an important game in Brisbane. This game is the perfect practice for the World Cup and our focus is putting on our best performance.”
England – 15 Freddie Steward, 14 Jack Nowell, 13 Guy Porter, 12 Owen Farrell, 11 Tommy Freeman, 10 Marcus Smith, 9 Jack van Poortvliet, 8 Billy Vunipola, 7 Sam Underhill, 6 Courtney Lawes, 5 Jonny Hill, 4 Maro Itoje, 3 Will Stuart, 2 Jamie George, 1 Ellis Genge.
Subs: 16 Luke Cowan-Dickie, 17 Mako Vunipola, 18 Joe Heyes, 19 Ollie Chessum, 20 Lewis Ludlam, 21 Jack Willis, 22 Danny Care, 23 Henry Arundell.
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