England named flying winger Tom Varndell and three new caps in their team to play Australia in the first test on Sunday.
Varndell starts an international for the first time alongside three players making their full England debuts, scrumhalf Peter Richards, flanker Magnus Lund and lock Alex Brown.
Richards, captain Pat Sanderson and replacement flyhalf Andy Goode were named despite suffering minor injuries that forced them to miss training on Wednesday.
England coach Andy Robinson recalled 35-year-old prop Graham Rowntree and 34-year-old Mike Catt, who lines up alongside youngster Mathew Tait in the centres.
Winger Tom Voyce, flanker Lewis Moody and hooker Lee Mears are the only three players in the lineup who also started England's last Six Nations match against Ireland.
Back James Simpson-Daniel was ruled out of the first test at Sydney's Olympic Stadium because of a dead leg suffered in training.
England team: Iain Balshaw, Tom Varndell, Mathew Tait, Mike Catt, Tom Voyce, Olly Barkley, Peter Richards, Pat Sanderson (captain), Lewis Moody, Magnus Lund, Louis Deacon, Alex Brown, Graham Rowntree, Lee Mears, Julian White.
Replacements: Nick Walshe, Andy Goode, Jamie Noon, George Chuter, Tim Payne, Chris Jones, Joe Worsley.
