Bath hooker Rob Webber will captain England in Sunday's non-cap international against the Barbarians at Twickenham.
Gloucester-bound flanker Matt Kvesic and London Irish wing Marland Yarde will both make their first senior appearances in an England shirt.
Wasps wing Christian Wade, voted the players' player of the season on Wednesday night, starts on the right wing and is the only other uncapped player in the starting XV.
Head coach Stuart Lancaster is without England's Lions contingent plus those from Leicester and Northampton, who contest the Aviva Premiership final on Saturday.
But he has still been able to field a relatively experienced line-up, with number eight Ben Morgan and loosehead prop Alex Corbisiero returning to the England fold after injuries.
Corbisiero and Webber are joined in the front row by Bath tighthead David Wilson.
Joe Launchbury, England's player of the season, continues in the second row with Bath's Dave Attwood rewarded for an impressive season with a recall to the national team.
Kvesic and Morgan are joined in the back row by Exeter's Tom Johnson, who has recovered from a knee ligament injury which ruled him out of England's Six Nations plans.
Gloucester's Freddie Burns, who also had his Six Nations ambitions ended by injury, starts at fly-half with Richard Wigglesworth at scrum-half.
Burns' Kingsholm team-mate Billy Twelvetrees starts at inside centre alongside Jonathan Joseph and Mike Brown returns to his preferred position at full-back.
England team to play the Barbarians at Twickenham on Sunday, May 26 (kick-off 1pm)
M Brown (Harlequins); C Wade (Wasps), J Joseph (London Irish), B Twelvetrees (Gloucester), M Yarde (London Irish); F Burns (Gloucester), R Wigglesworth (Saracens); A Corbisiero (London Irish), R Webber (Bath, capt), D Wilson (Bath), J Launchbury (Wasps), D Attwood (Bath), T Johnson (Exeter), M Kvesic (Worcester), B Morgan (Gloucester).
Replacements: D Paice (London Irish), J Marler (Harlequins), H Thomas (Sale Sharks), K Myall (unattached), B Vunipola (Wasps), H Thomas (Exeter), J May (Gloucester), K Eastmond (Bath).