Tommy Freeman headlines the changes to England's clash with world champions South Africa at Twickenham this weekend, as Eddie Jones makes four swaps.
After mounting a famous late comeback to secure a 25-25 draw last time out with New Zealand, the hosts have made a handful of alterations for their meeting with the Springboks.
Freeman, a star performer during England's tour of Australia earlier this year, has only recently returned from a foot injury, and takes the spot of Jack Nowell.
Mako Vunipola, Alex Coles and Jamie George meanwhile all come into the side, with Luke Cowan-Dickie, Sam Simmonds and Ellis Genge dropping to the bench.
Jack van Poortvliet meanwhile keeps his berth in the halves alongside Marcus Smith, while Owen Farrell will skipper the side at centre for Jones' men.
South Africa coach Jacques Nienaber meanwhile makes four swaps himself, with three enforced by players returning to their clubs as Saturday's game falls outside the international Test window
Cheslin Kolbe, Andre Esterhuizen, and Jasper Wiese are all out as they head back to domestic commitments, with Salmaan Moerat also omitted from the side that beat Italy.
Experienced pair Makazole Mapimpi and Eben Etzebeth both return to the fold in their place, joined by Jesse Kriel and Evan Roos.
England team: Freddie Steward, Tommy Freeman, Manu Tuilagi, Owen Farrell, Jonny May, Marcus Smith, Jack van Poortvliet; Mako Vunipola, Jamie George, Kyle Sinckler, Maro Itoje, Jonny Hill, Alex Coles, Tom Curry, Billy Vunipola.
Replacements: Luke Cowan-Dickie, Ellis Genge, Will Stuart, David Ribbans, Sam Simmonds, Ben Youngs, Henry Slade, Jack Nowell.
South Africa team: Willie le Roux, Kurt-Lee Arendse, Jesse Kriel, Damian de Allende, Makazole Mapimpi, Damian Willemse, Faf de Klerk; Ox Nche, Bongi Mbonambi, Frans Malherbe, Eben Etzebeth, Marvin Orie, Siya Kolisi, Franco Mostert, Evan Roos.
Replacements: Malcolm Marx, Steven Kitshoff, Thomas du Toit, Marco van Staden, Kwagga Smith, Jaden Hendrikse, Manie Libbok, Canan Moodie.