 Steve Borthwick and Bakkies Botha will have vital roles in the second row
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England aim to bounce back from their defeat by Australia when they face South Africa on Saturday in a repeat of last year's World Cup final.
The Wallabies loss was Martin Johnson's first as manager and he will demand his side cut out the indiscipline that gave the Aussies easy points.
James Haskell replaces Tom Croft in the back row while Tim Payne comes in at prop for the injured Andrew Sheridan.
For South Africa, flanker Danie Rossouw and prop Jannie du Plessis both start.
England go into the game aiming to reverse a poor record of late against the Springboks, which has seen them lose the last five encounters.
The sides met twice at last year's World Cup, with South Africa cruising to a 36-0 victory in the pool stages before edging England in the final.
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RECENT MEETINGS
Oct 07 (WC final): Eng 6-15 SA
Sep 07 (WC): Eng 0-36 SA
Jun 07: SA 55-22 Eng
Jun 07: SA 58-10 Eng
Nov 06: Eng 14-25 SA
Nov 06: Eng 23-21 SA
Oct 2003 (WC): Eng 25-6 SA
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There have been plenty of changes for England since then, with Saturday's starting line-up showing only three survivors - Paul Sackey, Phil Vickery and Nick Easter - from the one that started the final and Johnson said that match was now "irrelevant".
The England boss told BBC Radio 5 Live: "It's what we face on Saturday [that is important]. They're a very experienced team - they're world champions - and a lot of their guys are maybe at the peak of their careers.
"They're physically in fantastic shape, they've got great athletes and they'll be a real handful.
"People have said they haven't being playing that well, but they've won and that's what you try to do when you're away from home at the end of a long season.
"It's England-South Africa, it's a big, big game. A lot of our guys have never played South Africa and these are new steps for them, but they are excited about it."
Johnson's side go into the game on the back of a disappointing 28-14 defeat by Australia.
A feature of that defeat was a lack of domination up front, especially in the scrum, an area the hosts were expected to exploit.
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Captain Steve Borthwick recognises England will have to be more clinical and disciplined in what is sure to be a physical, abrasive encounter.
"South Africa bring a tremendously physical scrum. It will be formidable," he said.
"That is what we have prepared for; we need to be very strong but also very precise."
South Africa arrive in London on the back of a narrow 14-10 victory over Scotland last Saturday.
Coach Peter de Villiers has made two enforced changes, with Du Plessis replacing his brother Bismarck in the front row as captain John Smit reverts to hooker, and Rossouw replacing the injured Juan Smith.
Lock Bakkies Botha admits the world champions are feeling the effects of a gruelling year, but insists they are intent on going out on a high.
"We're going into this Test match to give 100% because if we're not then a side like England can expose you," he said.
"We'll go out this weekend to give it our all because we know it's our last one and then we break for the off-season back home."
England: Armitage; Sackey, Noon, Flutey, Monye; Cipriani, Care; Payne, Mears, Vickery, Borthwick (capt), Palmer, Haskell, Rees, Easter.
Replacements: Hartley, Stevens, Shaw, Croft, Crane, Ellis, Flood.
South Africa: Jantjes; JP Pietersen, Jacobs, De Villiers, Habana; Pienaar, Januarie; Mtawarira, Smit (capt), J du Plessis, B Botha, Matfield, Burger, Rossouw, Spies.
Replacements: Ralepelle, Mujati, Bekker, Kankowski, Brussow, Steyn, Fourie.
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