Bath Rugby's Kyle Eastmond has been handed a recall by England head coach Stuart Lancaster for Saturday's third Steinlager Series Test against New Zealand at Waikato Stadium, Hamilton (8.35am BST).
The rugby league convert, who starred in England's narrow first Test defeat on June 7, returns at inside centre in place of Gloucester's Billy Twelvetrees.
Former Beechen Cliff schoolboy Freddie Burns has been handed the number ten shirt after first-choice Owen Farrell was ruled out by injury. He will be partnered at half-back by Ben Youngs.
Manu Tuilagi switches from the wing to centre, while there are three changes in the pack. They see Bath hooker Rob Webber make way for Dylan Hartley and Courtney Lawes and Billy Vunipola take over from Joe Launchbury and Ben Morgan.
Bath's Davey Wilson retains his place at tighthead.
England head coach Lancaster said: "We want to finish the tour and the season on a high and we have a fantastic opportunity on Saturday.
"Our aim was to win a Test series and we are disappointed that we haven't but I am confident the players selected will go all out to achieve the win on Saturday.
"We have progressed as a squad during this tour and while there has been challenges with the end of season scheduling affecting selection it has been a great opportunity to work with a wider group of players and test many of them at the highest level in the build up to the World Cup."
ENGLAND TEAM:
15 Mike Brown (Harlequins, 28 caps), 14 Chris Ashton (Saracens, 38 caps), 13 Manusamoa Tuilagi (Leicester Tigers, 24 caps), 12 Kyle Eastmond (Bath Rugby, 3 caps), 11 Marland Yarde (London Irish, 4 caps), 10 Freddie Burns (Gloucester Rugby, 4 caps), 9 Ben Youngs (Leicester Tigers, 37 caps), 1 Joe Marler (Harlequins, 21 caps), 2 Dylan Hartley (Northampton Saints, 56 caps), 3 David Wilson (Bath Rugby, 36 caps), 4 Courtney Lawes (Northampton Saints, 31 caps), 5 Geoff Parling (Leicester Tigers, 21 caps), 6 Tom Wood (Northampton Saints, 29 caps), 7 Chris Robshaw (Harlequins, capt, 27 caps), 8 Billy Vunipola (Saracens, 9 caps).
Replacements:
16 Rob Webber (Bath Rugby, 7 caps),
17 Matt Mullan (London Wasps, 4 caps),
18 Kieran Brookes (Newcastle Falcons, 1 cap),
19 Joe Launchbury (London Wasps, 21 caps),
20 Ben Morgan (Gloucester Rugby, 22 caps),
21 Lee Dickson (Northampton Saints, 17 caps),
22 Danny Cipriani (Sale Sharks, 8 caps),
23 Luther Burrell (Northampton Saints, 6 caps).
